Common use of No Warranties and Limitation of Liability Clause in Contracts

No Warranties and Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” AND ANY USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. XXXXXX TELECOM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XXXXXX TELECOM DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL XXXXXX TELECOM BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF XXXXXX TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XXXXXX TELECOM’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE WITHIN SIX (6) MONTHS PRIOR TO THE DATE OF SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXX TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AGENTS FROM AND AGAINST ALL LOSSES, SETTLEMENTS, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, AWARDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY “LOSSES”) WHICH ARISE OUT OF OR AS A RESULT OF ANY BREACH OF THIS SOFTWARE LICENSE AGREEMENT BY LICENSEE OR ITS EMPLOYEES OR AGENTS AND SHALL REIMBURSE XXXXXX TELECOM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSSES.

No Warranties and Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” AND ANY USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISKManagement Inc. will use its best efforts to provide accurate, complete and timely Senior Loan Interest valuations to the Fund and Sierra Advisors. XXXXXX TELECOM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTSSubject to Management Inc.'s contractual obligation to use reasonable efforts as set forth in the preceding sentence, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USEManagement Inc. does not warrant the accuracy or completeness or timeliness of any of the recommendations supplied by it under this Agreement. THERE ARE NO WARRANTIES, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XXXXXX TELECOM DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER WARRANTY IN CONNECTION WITH ANYTHING DONE OR SUPPLIED BY MANAGEMENT INC. PURSUANT TO THIS AGREEMENT. EXCEPT IN NO EVENT THE CASE OF A BREACH OF FIDUCIARY DUTY, GROSS NEGLIGENCE, BAD FAITH AND/OR WILLFUL MISFEASANCE ON THE PART OF MANAGEMENT, INC., MANAGEMENT INC. WILL XXXXXX TELECOM NOT BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF XXXXXX TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XXXXXX TELECOM’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE WITHIN SIX (6) MONTHS PRIOR TO THE DATE OF SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXX TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AGENTS FROM AND AGAINST ALL LOSSES, SETTLEMENTS, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, AWARDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN, WITH RESPECT TO ANY CLAIM BY THE FUND, SIERRA ADVISORS OR MANAGEMENT INC. AS THE CASE MAY BE OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATIONLIMITATION CLAIMS RELATING TO THE COMPLETENESS OR ACCURACY OR TIMELINESS OR DELIVERY OF ANY RECOMMENDATIONS SUPPLIED, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY “LOSSES”) WHICH ARISE THE RESULTS OBTAINED FROM THE USE OF THE RECOMMENDATIONS, TRANSMISSION DELAYS OR OMISSIONS, INTERRUPTIONS IN SERVICE, OR ANY OTHER CLAIM ARISING OUT OF THE USE OF THE DATA OR AS A RESULT OF THE FAILURE TO SUPPLY ANY BREACH OF THIS SOFTWARE LICENSE AGREEMENT BY LICENSEE OR ITS EMPLOYEES OR AGENTS AND SHALL REIMBURSE XXXXXX TELECOM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSSESDATA.

No Warranties and Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” AND ANY USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISKManagement Inc. will use reasonable efforts to provide accurate, complete and timely Senior Loan Interest valuations to the Fund and Sierra Advisors. XXXXXX TELECOM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTSSubject to Management Inc.'s contractual obligation to use reasonable efforts as set forth in the 2 3 preceding sentence, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USEManagement Inc. does not warrant the accuracy or completeness or timeliness of any of the recommendations supplied by it under this Agreement. THERE ARE NO WARRANTIES, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XXXXXX TELECOM DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER WARRANTY IN CONNECTION WITH ANYTHING DONE OR SUPPLIED BY MANAGEMENT INC. PURSUANT TO THIS AGREEMENT. IN NO EVENT WILL XXXXXX TELECOM MANAGEMENT INC. BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF XXXXXX TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XXXXXX TELECOM’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE WITHIN SIX (6) MONTHS PRIOR TO THE DATE OF SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXX TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AGENTS FROM AND AGAINST ALL LOSSES, SETTLEMENTS, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, AWARDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN, WITH RESPECT TO ANY CLAIM BY THE FUND, SIERRA ADVISORS OR MANAGEMENT INC. AS THE CASE MAY BE OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATIONLIMITATION CLAIMS RELATING TO THE COMPLETENESS OR ACCURACY OR TIMELINESS OR DELIVERY OF ANY RECOMMENDATIONS SUPPLIED, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY “LOSSES”) WHICH ARISE THE RESULTS OBTAINED FROM THE USE OF THE RECOMMENDATIONS, TRANSMISSION DELAYS OR OMISSIONS, INTERRUPTIONS IN SERVICE, OR ANY OTHER CLAIM ARISING OUT OF THE USE OF THE DATA OR AS A RESULT OF THE FAILURE TO SUPPLY ANY BREACH OF THIS SOFTWARE LICENSE AGREEMENT BY LICENSEE OR ITS EMPLOYEES OR AGENTS AND SHALL REIMBURSE XXXXXX TELECOM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSSESDATA.

No Warranties and Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS” AND ANY USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. XXXXXX TELECOM DOES NOT WARRANT a) LICENSEE ACKNOWLEDGES THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTSPROVINCE OF ONTARIO MAKES NO WARRANTIES, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XXXXXX TELECOM DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDINGWITH RESPECT TO THE PRODUCT(S) AND THAT THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT LIMITATIONANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED WARRANTIES INCLUDING WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY AND MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING BY LAW OR BY USAGE OF TRADE OR COURSE OF DEALING. IN NO EVENT WILL XXXXXX TELECOM BE LIABLE LICENSEE FURTHER ACKNOWLEDGES THAT THE PROVINCE OF ONTARIO AND ITS AGENTS, EMPLOYEES AND REPRESENTATIVES SHALL NOT HAVE ANY LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF REVENUE, PROFIT OR SAVINGS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATIONWHATSOEVER, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF XXXXXX TELECOM THE PROVINCE OF ONTARIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR CLAIMS OF ANY NATURE BY A THIRD PARTY AGAINST THE PROVINCE OF ONTARIO. XXXXXX TELECOMNOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE PROVINCES MAXIMUM AGGREGATE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY CAUSE WHATSOEVER RELATED TO THIS AGREEMENT AND THE PRODUCT(S) SHALL NOT EXCEED CDN $1.00. THIS SECTION SHALL APPLY WHETHER OR NOT LIABILITY RESULTS FROM A BREACH OF A TERM OR CONDITION OR A FUNDAMENTAL BREACH OF THIS AGREEMENT. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT. b) LICENSEE ACKNOWLEDGES THAT LICENSOR AND LICENSOR’S ENTIRE LIABILITY SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND DOCUMENTATION AND THAT THE PRODUCTS AND DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED INCLUDING WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, OR THOSE ARISING BY LAW OR BY USAGE OF TRADE OR COURSE OF DEALING. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH PRODUCTS AND DOCUMENTATION AND ANY DERIVATIVE PRODUCTS, BUNDLED PRODUCTS AND RESULTING PRODUCTS IS ASSUMED BY LICENSEE. LICENSEE FURTHER ACKNOWLEDGES THAT LICENSOR AND ITS OBLIGATIONS UNDER SUPPLIERS AND THEIR AGENTS, EMPLOYEES AND REPRESENTATIVES SHALL NOT HAVE ANY LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF REVENUE, PROFIT OR SAVINGS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF LICENSOR OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR CLAIMS OF ANY NATURE BY A THIRD PARTY AGAINST LICENSOR OR SUCH SUPPLIER. NOTWITHSTANDING ANYTHING ELSE IN THIS SOFTWARE LICENSE AGREEMENT, LICENSOR’S MAXIMUM AGGREGATE LIABILITY TO LICENSEE OR ANY OTHER PERSON FOR ANY CAUSE WHATSOEVER RELATED TO THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE LICENCE FEES ACTUALLY PAID BY LICENSEE FOR LICENSEE, IF ANY, IN THE SOFTWARE WITHIN SIX TWELVE (612) MONTHS PRIOR TO PRECEDING THE DATE OF SUCH ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEEOR, IF NO LICENCE FEE HAS BEEN PAID, $1.00. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXX TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, ACKNOWLEDGES THAT LICENSOR ACCESSES RECORDS FILED WITH CERTAIN SUPPLIERS AND AGENTS THIS SECTION IS INCLUDED FOR THE BENEFIT OF, AND CAN BE RELIED ON BY, SUCH SUPPLIERS. THIS SECTION SHALL APPLY WHETHER OR NOT LIABILITY RESULTS FROM AND AGAINST ALL LOSSES, SETTLEMENTS, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, AWARDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY “LOSSES”) WHICH ARISE OUT A BREACH OF A TERM OR AS CONDITION OR A RESULT OF ANY FUNDAMENTAL BREACH OF THIS SOFTWARE LICENSE AGREEMENT BY LICENSEE OR ITS EMPLOYEES OR AGENTS AND AGREEMENT. THIS SECTION SHALL REIMBURSE XXXXXX TELECOM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSSESSURVIVE THE TERMINATION OF THIS AGREEMENT.

No Warranties and Limitation of Liability. LESSOR, NOT BEING THE SOFTWARE IS PROVIDED “AS IS” AND ANY USE MANUFACTURER OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. XXXXXX TELECOM DOES NOT WARRANT THAT EQUIPMENT NOR THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTSMANUFACTURER'S AGENT, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, HEREBY EXPRESSLY DISCLAIMS AND MAKES NO EXPRESS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED IMPLIED WARRANTY OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XXXXXX TELECOM DISCLAIMS ALL WARRANTIES REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL XXXXXX TELECOM BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS SOFTWARE LICENSE AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF XXXXXX TELECOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XXXXXX TELECOM’S ENTIRE LIABILITY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; THE QUALITY OR CAPACITY OF THE EQUIPMENT; THE WORKMANSHIP IN THE EQUIPMENT; COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT OR OTHER INFRINGEMENT; OR LATENT DEFECTS. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY LESSEE THAT LESSOR HEREBY LEASES THE EQUIPMENT "AS IS" EXCEPT THAT LESSOR WARRANTS THAT IT WILL HAVE OR ACQUIRE TITLE TO OR THE RIGHT TO LEASE EACH ITEM OF EQUIPMENT UPON ACCEPTANCE THEREOF. NO REPRESENTATION AS TO THE EQUIPMENT OR ANY OTHER MATTER BY THE SELLER SHALL IN ANY WAY AFFECT LESSEE'S DUTY TO PERFORM ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE AS SET FORTH IN THE LEASE. If the Equipment is not properly installed, does not operate as represented or warranted by the Seller, or is unsatisfactory for any reason, Lessee shall make any claim on account thereon solely against the Seller and shall, nevertheless, pay Lessor all rentals payable under the Lease without any setoff, counterclaim, recoupment, defense or other right which Lessee may have against the Seller of the Equipment or any other party. Lessor hereby assigns to Lessee, during the term of this Lease, solely for the purpose of making and prosecuting any such claim, all of the rights which Lessor has against the Seller for breach of warranty or other representation respecting the Equipment. Lessor shall have no responsibility for delay or failure of the Seller to fill the order for the Equipment. LESSOR SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE BE LIABLE FOR THE SOFTWARE WITHIN SIX (6) MONTHS PRIOR TO THE DATE OF SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS XXXXXX TELECOM, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AGENTS FROM AND AGAINST ALL LOSSES, SETTLEMENTS, CLAIMS, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, AWARDS, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES (COLLECTIVELY “LOSSES”) WHICH ARISE OUT OF OR AS A RESULT OF ANY BREACH OF THIS SOFTWARE LICENSE AGREEMENT BY LICENSEE OR ITS EMPLOYEES OR AGENTS AND SHALL REIMBURSE XXXXXX TELECOM FOR ANY AND ALL LEGAL, ACCOUNTING AND OTHER FEES, COSTS AND EXPENSES REASONABLY INCURRED IN CONNECTION WITH INVESTIGATING, MITIGATING OR DEFENDING ANY SUCH LOSSES.