Common use of Limitations and Liability Clause in Contracts

Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which it is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which it another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which it another is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. (a) Each Party shall have a duty to mitigate the Losses and Expenses for which it the other is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWExcept for Losses or Expenses arising out of or related to the gross negligence, willful misconduct or bad faith of the defaulting Party or in respect of Article VIII, in no event shall a Party’s (including its Subsidiaries’, employees’, contractors’ or suppliers’) cumulative aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the greater of $10,000,000 and the amount of payments due to such Party from the other Party pursuant to this Agreement. IN NO EVENT SHALL ANY EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (b) It is not the intent of either Party to receive from the other Party, or any of its officers, employees, Subsidiaries or representatives, professional opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; neither Party shall rely on, or construe, any Service provided to it as such professional advice or opinions or technical advice; and each Party shall seek all third-party professional advice and opinions or technical advice as it may desire or need in connection with its business and operations.

Limitations and Liability. (a) Each Party shall have a duty to mitigate the Losses and Expenses for which it the other Party is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWExcept for Losses or Expenses arising out of or related to the gross negligence, willful misconduct or bad faith of Ralcorp or in respect of Article VIII, in no event shall Ralcorp’s (including its Subsidiaries’, employees’, contractors’ or suppliers’) cumulative aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the amount of payments due to such Party from Post pursuant to this Agreement. IN NO EVENT SHALL ANY EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (b) It is not the intent of Post to receive from Ralcorp, or any of its officers, employees, Subsidiaries or representatives, professional opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; Post shall not rely on, or construe, any Service provided to it as such professional advice or opinions or technical advice; and Post shall seek all third-party professional advice and opinions or technical advice as it may desire or need in connection with its business and operations.

Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which it is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. (a) Each Party shall have has a duty to mitigate any loss sustained under this Agreement. (b) In recognition of the Losses relative risks and benefits of this Agreement to both MPC and HSM, the risks have been allocated such that MPC agrees, to the fullest extent permitted by Applicable Law, to limit the liability of HSM and all HSM Indemnified Parties, for which it is responsible any and all claims, losses, costs, damages of any nature whatsoever whether arising from breach of contract, negligence, or other common law or statutory theory of recovery, or claims and expenses from any cause or causes, including attorney’s fees and costs and expert witness fees and costs, so that the total aggregate liability of HSM and all HSM Indemnified Parties shall not exceed the greater of ten million United States Dollars ($10,000,000.00) or the aggregate amount of Management Fees actually paid to HSM hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWIt is intended that this limitation apply to any and all Claims and Liabilities however alleged or arising, unless otherwise prohibited by Applicable Law, including negligence, breach of contract, or any other claim whether in tort, contract or equity. (c) IN NO EVENT SHALL ANY EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY EITHER PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. Each Party shall have a duty to mitigate the Losses for which it is responsible hereunder. NOTWITHSTANDING ANYTHING TO THE FULLEST EXTENT PERMITTED CONTRARY IN THIS LEASE, LANDLORD AND TENANT AGREE THAT: (a) EXCEPT AS PROVIDED IN SECTION 16.2 ABOVE, NONE OF THE FOLLOWING WILL CONSTITUTE A BREACH OF THE COVENANT OF QUIET ENJOYMENT, AN ACTUAL OR CONSTRUCTIVE EVICTION OF TENANT, OR A LANDLORD DEFAULT, OR OTHERWISE GIVE RISE TO ANY LIABILITY BY APPLICABLE LAWLANDLORD (AND TENANT HEREBY WAIVES AND RELEASES ALL CLAIMS, CAUSES OF ACTION, OR OTHER RIGHTS OF RECOVERY IT MAY EVER HAVE AGAINST LANDLORD FOR): (I) THE UNAVAILABILITY, CURTAILMENT, INTERRUPTION, FLUCTUATION, INADEQUACY, OR OTHER DEFECT IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES THE SERVICES FURNISHED OR TO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT FURNISHED BY LANDLORD PURSUANT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY THIS LEASE AS A RESULT OF A THIRD PARTY CLAIMANY FAILURE OR MALFUNCTION OF, OR DAMAGE TO ANY LINES, EQUIPMENT, OR OTHER FACILITIES ON THE PROPERTY OR ELSEWHERE, ANY ACT OR OMISSION OF ANY UTILITY COMPANY, THE REQUIREMENTS OF ANY LAW, THE UNAVAILABILITY OF MATERIALS OR SUPPLIES, OR ANY OTHER CIRCUMSTANCE OUTSIDE OF LANDLORD'S REASONABLE CONTROL SO LONG AS LANDLORD IN GOOD FAITH ATTEMPTS TO REMEDY SUCH CIRCUMSTANCES AS QUICKLY AS REASONABLY POSSIBLE, (II) ARISING ANY DESIGN OR OTHER DEFECT IN THE PHYSICAL STRUCTURE OF THE BUILDING, IN THE MECHANICAL, ELECTRICAL, AND PLUMBING SYSTEMS OF THE PROPERTY, OR IN THE TENANT IMPROVEMENTS OR ANY OTHER IMPROVEMENTS ON THE PROPERTY SO LONG AS LANDLORD IN GOOD FAITH ATTEMPTS TO REMEDY THE DEFECT AS QUICKLY AS REASONABLY POSSIBLE; OR (III) ANY REPAIRS, REPLACEMENTS, MAINTENANCE, ALTERATIONS, ADDITIONS, OR IMPROVEMENTS TO ANY PART OF THE PROPERTY SO LONG AS SUCH ACTIVITIES ARE CONDUCTED WITHOUT UNREASONABLE INTERFERENCE WITH TENANT'S USE OF THE PREMISES. (b) EXCEPT AS PROVIDED IN SECTION 16.2 ABOVE, NEITHER LANDLORD NOR ITS OFFICERS, EMPLOYEES, OR AGENTS WILL BE LIABLE AND TENANT HEREBY WAIVES AND RELEASES ALL CLAIMS, CAUSES OF ACTION, OR OTHER RIGHTS OF RECOVERY IT MAY EVER HAVE AGAINST LANDLORD OR ITS OFFICERS, EMPLOYEES, AND AGENTS FOR (I) THEFT OR OTHER CRIMES OR SIMILAR MISCONDUCT ON THE PROPERTY BY PERSONS OTHER THAN LANDLORD AND ITS OFFICERS, EMPLOYEES, AND AGENTS; (II) NEGLIGENT OR OTHER ACTS OR OMISSIONS BY OTHER TENANTS OR OCCUPANTS OF THE PROPERTY OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, CUSTOMERS, OR VISITORS; (III) LOSS OR DAMAGE TO PROPERTY OR INJURY OR DEATH TO PERSONS RESULTING TO ANY EXTENT FROM ANY NEGLIGENT OR OTHER ACT OR OMISSIONS OF TENANT OR ITS EMPLOYEES, AGENTS, OR CONTRACTORS IN THE PREMISES OR ELSEWHERE ON THE PROPERTY, FROM ANY FAILURE OF TENANT TO COMPLY WITH OR PERFORM ITS OBLIGATIONS UNDER THIS LEASE, OR FROM THE USE AND OCCUPANCY OF THE PREMISES BY TENANT; (IV) ANY LEGAL LOSS OF BUSINESS OR EQUITABLE THEORY PROFITS OF TENANT OR ARISING OTHER CONSEQUENTIAL DAMAGES; OR (V) EXEMPLARY, PUNITIVE, OR OTHER SPECIAL DAMAGES OF ANY KIND. (c) TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY DAMAGES OR OTHER SUMS OF MONEY THAT LANDLORD MAY EVER OWE TENANT UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER)LEASE, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE AND LANDLORD WILL NEVER BE PERSONALLY LIABLE FOR PAYMENT OF ANY LIMITED REMEDY.SUCH DAMAGES OR OTHER SUMS OF MONEY, OR ANY JUDGMENT THEREFOR. 17. ENTRY BY LANDLORD

Limitations and Liability. (a) Each Party shall have has a duty to mitigate the Losses for which it is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, any loss sustained under this Agreement. (b) IN NO EVENT SHALL ANY EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY EITHER PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Limitations and Liability. (a) Each Party shall have a duty to mitigate the Losses for which it the other is responsible hereunder. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWExcept for Losses arising out of or related to the gross negligence, willful misconduct or bad faith of the defaulting Party or in respect of Article IX, in no event shall a Party’s (including its Subsidiaries’, employees’, contractors’ or suppliers’) cumulative aggregate liability arising under or in connection with this Agreement (or the provision of Services hereunder) exceed the greater of [$ ] and the total amount of Fees due to such Party pursuant to this Agreement. IN NO EVENT SHALL ANY EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF REVENUES OR PROFITS, LOSS OF DATA, LOSS OF GOODWILL AND LOSS OF CAPITAL, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), EXEMPLARY OR PUNITIVE DAMAGES OR THE LIKE (EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE PAID TO A THIRD PARTY AS A RESULT OF A THIRD PARTY CLAIM) ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (OR THE PROVISION OF SERVICES HEREUNDER), ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, THE FOREGOING SHALL NOT APPLY TO ANY SUCH DAMAGES OWED TO A THIRD PARTY UNDER A CLAIM MADE BY SUCH THIRD PARTY FOR WHICH AN INDEMNITY IS OWED PURSUANT TO SECTION 12.3 OR 12.4. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (b) Except as may be expressly stated in Part of Annex B or Part of Annex C, it is not the intent of either Party to receive from the other Party, or any of its officers, employees, Subsidiaries or representatives, professional opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; neither Party shall rely on, or construe, any Service provided to it as such professional advice or opinions or technical advice; and each Party shall seek all third-party professional advice and opinions or technical advice as it may desire or need in connection with its business and operations.