Common use of Representations and Warranties Limitation of Liability Clause in Contracts

Representations and Warranties Limitation of Liability. Each party hereby represents and warrants as follows: (i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) this Agreement is a legal and valid obligation binding upon and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case of the Company), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITY. OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES.

Representations and Warranties Limitation of Liability. Each party hereby represents and warrants as follows: (i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof, (ii) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) this tins Agreement is a legal and valid obligation binding upon it and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its website Web site(s) contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company CompleteHome Site in the case of CompleteHome, and the CompanyCo-Branded Site and the ImproveNet Site in the case of ImproveNet), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITYMERCHANTIBILITY. OTHER THAN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS DUE FROM SUCH PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT DURING THE TERM OF THE AGREEMENT. THIS LIMITATION OF EACH PARTY'S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THE AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

Representations and Warranties Limitation of Liability. (a) Each party hereby represents and warrants as follows: (i) to the other that it has full corporate power and the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to carry out it. (b) Licensee represents and warrants to Licensor that: (i) the provisions hereofFunds shall not violate any applicable laws, rules or regulations, including, but not limited to, banking, commodities, investment companies and securities laws; (ii) it is duly authorized to execute and deliver Licensee’s performance in connection with this Agreement does not violate any laws, rules, regulations or agreements applicable to Licensee; and to perform its obligations hereunder, (iii) this Agreement is a legal Licensee shall use and valid obligation binding upon and enforceable according disseminate all materials relating to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be boundFunds only in compliance with, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case shall not take any action with respect to any of the Company)materials inconsistent with, the terms and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term conditions of this Agreement. Licensee further represents and warrants that at no time shall the Funds have the investment strategy of replicating or substantially replicating the price and performance of the Indices which could cause the Funds to act as a substitute for and/or otherwise compete with the Indices. (c) EXCEPT AS FOR THE WARRANTIES EXPRESSLY SET FORTH ABOVEIN THIS SECTION 9: (A) THE INDICES AND MARKS ARE PROVIDED “AS IS” WITH ALL FAULTS, NEITHER PARTY MAKES (B) ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE INDICES AND MARKS ARE DISCLAIMED INCLUDING ANY IMPLIED WARRANTIES OF ANY KINDMERCHANTABILITY, EITHER EXPRESS QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND/OR IMPLIED, AGAINST INFRINGEMENT AND/OR WARRANTIES AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY OF FITNESS FOR PURPOSE OR OF MERCHANTABILITY. OTHER THAN WITH RESPECT RESULTS TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OBTAINED BY AND/OR FROM NEGLIGENCE THE USE OF THE INDICES AND MARKS, AND (C) LICENSOR DOES NOT GUARANTEE THE AVAILABILITY, SEQUENCE, TIMELINESS, ACCURACY OR STRICT LIABILITY)COMPLETENESS OF THE INDICES AND/OR MARKS. (d) Except with respect to its indemnification obligations, EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OFa breach of confidentiality and for its fraud, gross negligence or willful misconduct, Licensor shall not have any liability whatsoever, under any theory of law, tort, contract, strict liability or otherwise, for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Except with respect to its indemnification obligations and breach of confidentiality and for its fraud, gross negligence or willful misconduct, the total amount of Licensor’s liability for claims or losses based on, arising out of, resulting from or in any way connected with this Agreement or breach of this Agreement, under any theory of law, tort, contract, strict liability or otherwise shall in no case exceed the License Fees paid by Licensee under this Agreement in the twelve months immediately preceding the first event giving rise to any claim, or, with respect to claims which arise before the first anniversary of the Effective Date, the License Fees paid by Licensee during the period from the Effective Date to the date of the first event giving rise to any claim. This Section 9(d) THE POSSIBILITY OF SUCH DAMAGESshall survive any expiration or termination of this Agreement.

Representations and Warranties Limitation of Liability. (a) Each party hereby represents and warrants as follows: (i) to the other that it has full corporate power and the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to carry out it. (b) Licensee represents and warrants to Licensor that: (i) it shall take reasonable actions to prevent the provisions hereofFund from violating any applicable laws, rules or regulations, including, but not limited to, banking, commodities, investment companies and securities laws; (ii) it is duly authorized to execute and deliver Licensee's performance in connection with this Agreement does not violate any laws, rules, regulations or agreements applicable to Licensee; and to perform its obligations hereunder, (iii) this Agreement is a legal Licensee shall use and valid obligation binding upon and enforceable according disseminate all materials relating to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be boundFund only in compliance with, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case shall not take any action with respect to any of the Company)materials inconsistent with, the terms and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term conditions of this Agreement. EXCEPT AS SET FORTH ABOVE. (c) LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE INDEX, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE A PARTICULAR USE, PURPOSE, OR OF MERCHANTABILITY. OTHER THAN RESULTS, AND NO WARRANTY IS PROVIDED HEREIN WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THIS AGREEMENTTHE ACCURACY OR USE OF THE INDEX BY LICENSEE OR THE FUND OR THE RESULTS THAT LICENSEE INTENDS FOR THE FUND TO ACHIEVE AS TO LICENSEE OR OWNERS OF THE FUND. (d) Except with respect to its indemnification obligations, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECTa breach of confidentiality and for its fraud, INCIDENTALgross negligence or willful misconduct, CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY)no party shall not have any liability whatsoever, EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGESunder any theory of law, tort, contract, strict liability or otherwise, for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages.

Representations and Warranties Limitation of Liability. Each party hereby (a) Licensor warrants and represents that Licensor has the right to grant the rights and warrants as follows: (i) it has full corporate power licenses granted herein and authority to enter into this Agreement Trademark License Agreement. (b) Licensee warrants and represents that Licensee has the right to carry out the provisions hereof, enter into this Trademark License Agreement. (iic) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) this Agreement is a legal and valid obligation binding upon and enforceable according to its terms, (iv) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound, and (v) its website contemplated by this Agreement (HomeAdvisor in the case of MS, and the Company Site in the case of the Company), and the services provided pursuant thereto, shall be of a high nature, grade and quality and shall comply with all applicable laws and regulations throughout the term of this Agreement. EXCEPT AS SET FORTH ABOVE, NEITHER PARTY MAKES ANY FOR THE EXPRESS WARRANTIES OF ANY KINDSECTIONS 10(a) AND (b) OF THIS TRADEMARK LICENSE AGREEMENT, THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, A WARRANTY ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR (EVEN IF LICENSOR HAS BEEN MADE AWARE OF MERCHANTABILITY. OTHER THAN SUCH PURPOSE) AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY WITH RESPECT TO AN INDEMNIFIED CLAIM UNDER THE FAIRPOINT MXXX. (d) EXCEPT FOR LICENSOR’S OBLIGATIONS FOR INDEMNIFICATION AS SET FORTH IN THIS TRADEMARK LICENSE AGREEMENT, NEITHER IN NO EVENT SHALL EITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL INDIRECTINDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ARISING OUT OF OR RELATED TO THIS TRADEMARK LICENSE AGREEMENT, INCLUDING, BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH TO, THE USE IN COMMERCE OF CONTRACT THE FAIRPOINT MXXX IN THE PROVISION OF SCHEDULE D SERVICES OR WARRANTY AS PART OF THE CO-BRANDED LOGO OR FROM NEGLIGENCE OR STRICT LIABILITY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF (OR KNOWS OR SHOULD KNOW OF) ANY PORTION THEREOF DURING THE POSSIBILITY OF SUCH DAMAGESTERM.