Common use of Limited Warranty Disclaimer of Warranties Clause in Contracts

Limited Warranty Disclaimer of Warranties. Limited Liability 8.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, MAJESCO MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF THE TITLE OR AS TO SERVICE TO EIDOS. 8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY MAJESCO AND EIDOS. 8.3 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER EIDOS NOR MAJESCO WILL BE LIABLE TO THE OTHER, ITS AGENTS, LICENSEES AND/OR CUSTOMERS FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY IT, ITS AGENTS, LICENSEES, AND/OR CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY TITLE, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 8.4 SUBJECT ONLY AS PROVIDED BELOW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY TITLE, AND ANY MATERIALS PROVIDED) FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID OR DUE TO BE PAID BY EIDOS TO MAJESCO HEREUNDER. NOTWITHSTANDING THE PREVIOUS SENTENCE, EXCEPT AS PROVIDED IN SECTION 8.3, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT. 8.5 Each party acknowledges that the other has entered into this Agreement in reliance on the disclaimers of liability, the disclaimers of warranty and the limitations of liability set forth in this Agreement and that such terms form an essential basis of the understanding between the parties. Table of Contents

Limited Warranty Disclaimer of Warranties. Limited Liability(a) Upon the delivery of the Equipment to Lessee, Lessor shall assign the limited warranty on the Equipment described on Exhibit A attached hereto from Supplier to Lessee. Such assignment by Lessor shall be without recourse. SUCH WARRANTY SHALL NOT RELEASE LESSEE FROM ITS OBLIGATION TO PERFORM ALL OBLIGATIONS HEREUNDER AND TO KEEP, MAINTAIN AND SURRENDER THE EQUIPMENT IN THE CONDITION REQUIRED BY SECTIONS 12 AND 13 HEREOF. 8.1 (b) LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR OF ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE EQUIPMENT IS LEASED TO LESSEE "AS IS" AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. NO DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT, OR ANY OF THE OTHER FOREGOING MATTERS, SHALL RELIEVE LESSEE OF ANY OBLIGATION HEREUNDER. LESSEE HAS MADE THE SELECTION OF THE EQUIPMENT FROM THE SUPPLIER BASED ON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY LESSOR. LESSOR IS NOT RESPONSIBLE FOR ANY REPAIRS, SERVICE, MAINTENANCE OR DEFECT IN THE EQUIPMENT OR THE OPERATION THEREOF. EXCEPT AS FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR EXPRESSLY PROVIDED SET FORTH HEREIN, MAJESCO MAKES IN NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF THE TITLE OR AS TO SERVICE TO EIDOS. 8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY MAJESCO AND EIDOS. 8.3 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER EIDOS NOR MAJESCO WILL EVENT SHALL LESSOR BE LIABLE TO THE OTHER, ITS AGENTS, LICENSEES AND/OR CUSTOMERS FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTALSPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER UNDER THE UCC OR OTHERWISE), CONSEQUENTIALINCLUDING, PUNITIVE WITHOUT LIMITATION, ANY LOSS, COST OR OTHER SPECIAL DAMAGES SUFFERED BY IT, ITS AGENTS, LICENSEES, AND/OR CUSTOMERS DAMAGE TO LESSEE OR OTHERS ARISING OUT FROM ANY OF OR RELATED TO THIS AGREEMENTTHE FOREGOING MATTERS, OR ANY TITLEINCLUDING, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORTWITHOUT LIMITATION, CONTRACT2 <PAGE> DEFECTS, NEGLIGENCE, STRICT LIABILITY AND BREACH DELAYS, FAILURE OF WARRANTY) EVEN IF ADVISED DELIVERY OR NON-PERFORMANCE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 8.4 SUBJECT ONLY AS PROVIDED BELOW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY TITLE, AND ANY MATERIALS PROVIDED) FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID OR DUE TO BE PAID BY EIDOS TO MAJESCO HEREUNDEREQUIPMENT. NOTWITHSTANDING THE PREVIOUS SENTENCE, EXCEPT AS PROVIDED IN SECTION 8.3, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT. 8.5 Each party acknowledges Lessee's execution and delivery of a Certificate of Acceptance shall be conclusive evidence as between Lessor and Lessee that the other has entered into this Agreement Items of Equipment described therein are in reliance on the disclaimers of liability, the disclaimers of warranty and the limitations of liability set forth in this Agreement and that such terms form an essential basis all of the understanding between foregoing respects satisfactory to Lessee, and Lessee shall not assert any claim of any nature whatsoever against Lessor based on any of the parties. Table foregoing matters; provided, however, that nothing contained herein or in any Certificate of ContentsAcceptance delivered hereunder shall in any way bar, reduce or defeat any claim that Lessee may have against the Supplier or any other person (other than Lessor).

Limited Warranty Disclaimer of Warranties. Limited Liability 8.1 (a) EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, MAJESCO MAKES NO WARRANTIES OR REPRESENTATIONS THE TRANSITION SERVICES ARE FURNISHED AS TO THE PERFORMANCE OF THE TITLE OR AS TO SERVICE TO EIDOS. 8.2 EXCEPT AS EXPRESSLY PROVIDED HEREINIS, TO THE EXTENT PERMITTED BY APPLICABLE LAWWHERE IS, WITH ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE FAULTS AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY MAJESCO AND EIDOS. 8.3 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER EIDOS NOR MAJESCO WILL BE LIABLE TO THE OTHER, ITS AGENTS, LICENSEES AND/OR CUSTOMERS FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY IT, ITS AGENTS, LICENSEES, AND/OR CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY TITLE, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 8.4 SUBJECT ONLY AS PROVIDED BELOW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY TITLE, AND ANY MATERIALS PROVIDED) FROM ALL CAUSES OF ACTION WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING TORTANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. (b) SERVICE PROVIDER IS ACTING AS ROVER’S PURCHASING AGENT OR OTHERWISE AS A RESELLER WITH RESPECT TO ALL THIRD PARTY SERVICES, CONTRACTGOODS, NEGLIGENCEINVENTORY AND EQUIPMENT PROVIDED HEREUNDER BY THIRD PARTIES OTHER THAN SERVICE PROVIDER’S AFFILIATES, STRICT LIABILITY AND BREACH OF WARRANTYAND, EXCEED THE TOTAL AMOUNT PAID AS SUCH, DOES NOT PROVIDE ANY WARRANTY FOR SUCH THIRD PARTY SERVICES, GOODS, INVENTORY OR DUE EQUIPMENT PROVIDED TO BE PAID BY EIDOS TO MAJESCO ROVER HEREUNDER. NOTWITHSTANDING THE PREVIOUS SENTENCEALL SUCH THIRD PARTY SERVICES, EXCEPT GOODS, INVENTORY AND EQUIPMENT ARE PROVIDED AS PROVIDED IN SECTION 8.3IS, NOTHING IN THIS AGREEMENT SHALL LIMIT WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR EXCLUDE THE LIABILITY IMPLIED, INCLUDING ANY WARRANTY OF A PARTY MERCHANTABILITY OR FITNESS FOR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT. 8.5 Each party acknowledges that the other has entered into this Agreement in reliance on the disclaimers of liability, the disclaimers of warranty and the limitations of liability set forth in this Agreement and that such terms form an essential basis of the understanding between the parties. Table of ContentsPARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OF NON-

Limited Warranty Disclaimer of Warranties. Limited Liability(a) Upon the delivery of the Equipment to Lessee, Lessor shall assign the limited warranty on the Equipment described on Exhibit A attached hereto from Supplier to Lessee. Such assignment by Lessor shall be without recourse. SUCH WARRANTY SHALL NOT RELEASE LESSEE FROM ITS OBLIGATION TO PERFORM ALL OBLIGATIONS HEREUNDER AND TO KEEP, MAINTAIN AND SURRENDER THE EQUIPMENT IN THE CONDITION REQUIRED BY SECTIONS 12 AND 13 HEREOF. 8.1 (b) LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR OF ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE EQUIPMENT IS LEASED TO LESSEE "AS IS" AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. NO DEFECT IN, OR UNFITNESS OF, THE EQUIPMENT, OR ANY OF THE OTHER FOREGOING MATTERS, SHALL RELIEVE LESSEE OF ANY OBLIGATION HEREUNDER. LESSEE HAS MADE THE SELECTION OF THE EQUIPMENT FROM THE SUPPLIER BASED ON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY LESSOR. LESSOR IS NOT RESPONSIBLE FOR ANY REPAIRS, SERVICE, MAINTENANCE OR DEFECT IN THE EQUIPMENT OR THE OPERATION THEREOF. EXCEPT AS FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE LESSOR EXPRESSLY PROVIDED SET FORTH HEREIN, MAJESCO MAKES IN NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF THE TITLE OR AS TO SERVICE TO EIDOS. 8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY MAJESCO AND EIDOS. 8.3 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER EIDOS NOR MAJESCO WILL EVENT SHALL LESSOR BE LIABLE TO THE OTHER, ITS AGENTS, LICENSEES AND/OR CUSTOMERS FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTALSPECIAL OR CONSEQUENTIAL DAMAGES (WHETHER UNDER THE UCC OR OTHERWISE), CONSEQUENTIALINCLUDING, PUNITIVE WITHOUT LIMITATION, ANY LOSS, COST OR OTHER SPECIAL DAMAGES SUFFERED BY IT, ITS AGENTS, LICENSEES, AND/OR CUSTOMERS DAMAGE TO LESSEE OR OTHERS ARISING OUT FROM ANY OF OR RELATED TO THIS AGREEMENTTHE FOREGOING MATTERS, OR ANY TITLEINCLUDING, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORTWITHOUT LIMITATION, CONTRACTDEFECTS, NEGLIGENCE, STRICT LIABILITY AND BREACH DELAYS, FAILURE OF WARRANTY) EVEN IF ADVISED DELIVERY OR NON-PERFORMANCE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 8.4 SUBJECT ONLY AS PROVIDED BELOW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY TITLE, AND ANY MATERIALS PROVIDED) FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID OR DUE TO BE PAID BY EIDOS TO MAJESCO HEREUNDEREQUIPMENT. NOTWITHSTANDING THE PREVIOUS SENTENCE, EXCEPT AS PROVIDED IN SECTION 8.3, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT. 8.5 Each party acknowledges Lessee's execution and delivery of a Certificate of Acceptance shall be conclusive evidence as between Lessor and Lessee that the other has entered into this Agreement Items of Equipment described therein are in reliance on the disclaimers of liability, the disclaimers of warranty and the limitations of liability set forth in this Agreement and that such terms form an essential basis all of the understanding between foregoing respects satisfactory to Lessee, and Lessee shall not assert any claim of any nature whatsoever against Lessor based on any of the parties. Table foregoing matters; provided, however, that nothing contained herein or in any Certificate of ContentsAcceptance delivered hereunder shall in any way bar, reduce or defeat any claim that Lessee may have against the Supplier or any other person (other than Lessor).

Limited Warranty Disclaimer of Warranties. Limited Liability 8.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, MAJESCO MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PERFORMANCE OF THE TITLE OR AS TO SERVICE TO EIDOS.. Table of Contents 8.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY EXCLUDED BY MAJESCO AND EIDOS. 8.3 REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, NEITHER EIDOS NOR MAJESCO WILL BE LIABLE TO THE OTHER, ITS AGENTS, LICENSEES AND/OR CUSTOMERS FOR ANY LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY IT, ITS AGENTS, LICENSEES, AND/OR CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY TITLE, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 8.4 SUBJECT ONLY AS PROVIDED BELOW, IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ANY TITLE, AND ANY MATERIALS PROVIDED) FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID OR DUE TO BE PAID BY EIDOS TO MAJESCO HEREUNDER. NOTWITHSTANDING THE PREVIOUS SENTENCE, EXCEPT AS PROVIDED IN SECTION 8.3, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR ANY CLAIM FOR INDEMNIFICATION ARISING UNDER THIS AGREEMENT. 8.5 Each party acknowledges that the other has entered into this Agreement in reliance on the disclaimers of liability, the disclaimers of warranty and the limitations of liability set forth in this Agreement and that such terms form an essential basis of the understanding between the parties. Table of Contents.