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

Representations Warranties and Limitation of Liability. 7.1. OKYO and Tufts MC each warrants to the other that it has full power and authority under its constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement and to perform its obligations hereunder. 7.2. No Party makes any representation or gives any warranty to the other that any advice or information given by it or any of its employees, contractors or other personnel who carry out the research set out in the Research Plan, or the content or use of any Arising IP, Materials or information provided in connection with the Research Plan, shall not constitute or result in the infringement of the rights of any Third Party (including, but not limited to, Intellectual Property Rights). 7.3. No Party accepts any liability or responsibility for any use which may be made by the other Party of any Arising IP, nor for any reliance which may be placed by that other Party on any Arising IP, nor for advice or information given in connection with any results. 7.4. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees (together, the “Indemnified Parties”) from and against each and every claim made by a Third Party against any of the Indemnified Parties, such Third Party claims arising as a result of the gross negligence or wilful misconduct of the Indemnifying Party (or any of its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees) in performing its obligations or exercising its rights under this Agreement, provided that the Indemnified Parties must, except with respect to any claim made in a criminal proceeding brought against an Indemnified Party: 7.4.1 promptly (and in any event, within 30 (30) business days of receipt of such claim) notify the Indemnifying Party of details of such claim; 7.4.2 not make any statement, admission, settlement or compromise in relation to the claim; 7.4.3 allow the Indemnifying Party to take such action as it shall deem necessary, in its absolute discretion, to avoid, dispute, resist, appeal, compromise or contest any such claim in the name of the applicable Indemnified Parties and to have the sole conduct of any related proceedings, negotiations or appeals (provided, however, that the Indemnifying Party may not, without each relevant Indemnified Party’s prior written consent which shall not be unreasonably withheld, (i) admit fault or guilt on behalf of such Indemnified Party or (ii) agree to compel such Indemnified Party to do, or refrain from doing, any act); and 7.4.4 give the Indemnifying Party all reasonable assistance and information (including procuring access to relevant personnel in order to investigate the claim) (at the Indemnifying Party’s expense) as the Indemnifying Party reasonably requires in connection with resisting, appealing, compromising or contesting any such claim. The indemnity in this Clause 6.4 shall not apply to the extent that the Third Party claim arises as a result of any Indemnified Party’s negligence, reckless act or omission or intentional misconduct. For the avoidance of doubt: (i) this Clause 6.4 is without prejudice to any other rights which the Indemnifying Party may have at Law against the other Party or Third Party;

Representations Warranties and Limitation of Liability. 7.1(a) The Services shall be provided by Global Crossing in accordance with the applicable technical standards established for dedicated circuit capacity by the telecommunications industry for a digital fiber optic network and in accordance with Exhibit C with respect to the Wavelength Services. OKYO GLOBAL CROSSING MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION. (b) EXCEPT TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY (OR ITS AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR SIMILAR COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, SUCH PARTY’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT. (c) By execution of this Agreement, each Party represents and Tufts MC each warrants to the other other: (a) that it the representing Party has full power right and authority under its constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into and perform this Agreement in accordance with the terms hereof and to perform thereof, and that by entering into or performing this Agreement, the representing Party is not in violation of its obligations hereunder. 7.2. No Party makes any representation charter or gives any warranty to the other that any advice or information given by it bylaws, or any law, regulation or agreement by which it is bound or to which it is subject; (b) that 3 the execution, delivery and performance of its employeesthis Agreement by such Party has been duly authorized by all requisite corporate action, contractors that the signatories for such Party hereto are authorized to sign this Agreement, and that the joinder or other personnel who carry out the research set out in the Research Plan, or the content or use consent of any Arising IP, Materials or information provided in connection with the Research Plan, shall not constitute or result in the infringement of the rights of any Third Party (including, but not limited to, Intellectual Property Rights). 7.3. No Party accepts any liability or responsibility for any use which may be made by the other Party of any Arising IP, nor for any reliance which may be placed by that other Party on any Arising IP, nor for advice or information given in connection with any results. 7.4. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliatesincluding a court or trustee or referee, directorsis not necessary to make valid and effective the execution, officers, employees, agents, subcontractors or sub-licensees delivery and performance of this Agreement by such Party; (together, c) that the “Indemnified Parties”) from representing party is a corporation duly incorporated and against each organized and every claim made by a Third Party against any of validly existing and in good standing under the Indemnified Parties, such Third Party claims arising as a result of the gross negligence or wilful misconduct of the Indemnifying Party (or any laws of its Affiliatesstate of organization; (d) that there are no actions, directorssuits or proceedings pending or, officersto its knowledge, employeesthreatened against the representing Party before any court, agents, subcontractors governmental body or sub-licensees) in performing its obligations or exercising its rights administrative agency that would materially impair such Party’s performance under this Agreement, provided and (e) that the Indemnified Parties mustthis Agreement constitutes a legal, except valid and binding obligation enforceable against such Party in accordance with respect to any claim made in a criminal proceeding brought against an Indemnified Party: 7.4.1 promptly (and in any eventits terms, within 30 (30) business days of receipt of such claim) notify the Indemnifying Party of details of such claim; 7.4.2 not make any statement, admission, settlement or compromise in relation subject to the claim; 7.4.3 allow effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the Indemnifying Party to take such rights of creditors generally and the effect of equitable principles whether applied in an action as it shall deem necessary, at law or a suit in its absolute discretion, to avoid, dispute, resist, appeal, compromise or contest any such claim in the name of the applicable Indemnified Parties and to have the sole conduct of any related proceedings, negotiations or appeals (provided, however, that the Indemnifying Party may not, without each relevant Indemnified Party’s prior written consent which shall not be unreasonably withheld, (i) admit fault or guilt on behalf of such Indemnified Party or (ii) agree to compel such Indemnified Party to do, or refrain from doing, any act); and 7.4.4 give the Indemnifying Party all reasonable assistance and information (including procuring access to relevant personnel in order to investigate the claim) (at the Indemnifying Party’s expense) as the Indemnifying Party reasonably requires in connection with resisting, appealing, compromising or contesting any such claimequity. The indemnity in foregoing representations shall survive the execution and delivery of this Clause 6.4 shall not apply to the extent that the Third Party claim arises as a result of any Indemnified Party’s negligence, reckless act or omission or intentional misconduct. For the avoidance of doubt: (i) this Clause 6.4 is without prejudice to any other rights which the Indemnifying Party may have at Law against the other Party or Third Party;Agreement.

Representations Warranties and Limitation of Liability. 7.1. OKYO and Tufts MC On Target each warrants to the other that it has full power and authority under its constitution, and has taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement and to perform its obligations hereunder. 7.2. No Party makes any representation or gives any warranty to the other that any advice or information given by it or any of its employees, contractors or other personnel who carry out the research set out in the Research Plan, or the content or use of any Arising IP, Materials or information provided in connection with the Research Plan, shall not constitute or result in the infringement of the rights of any Third Party (including, but not limited to, Intellectual Property Rights). 7.3. No Party accepts any liability or responsibility for any use which may be made by the other Party of any Arising IP, nor for any reliance which may be placed by that other Party on any Arising IP, nor for advice or information given in connection with any results. 7.4. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees (together, the “the” Indemnified Parties”) from and against each and every claim made by a Third Party against any of the Indemnified Parties, such Third Party claims arising as a result of the gross negligence or wilful misconduct of the Indemnifying Party (or any of its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees) in performing its obligations or exercising its rights under this Agreement, provided that the Indemnified Parties must, except with respect to any claim made in a criminal proceeding brought against an Indemnified Party: 7.4.1 promptly (and in any event, within 30 ten (3010) business days of receipt of such claim) notify the Indemnifying Party of details of such claim; 7.4.2 not make any statement, admission, settlement or compromise in relation to the claim; 7.4.3 allow the Indemnifying Party to take such action as it shall deem necessary, in its absolute discretion, to avoid, dispute, resist, appeal, compromise or contest any such claim in the name of the applicable Indemnified Parties and to have the sole conduct of any related proceedings, negotiations or appeals (provided, however, that the Indemnifying Party may not, without each relevant Indemnified Party’s prior written consent which shall not be unreasonably withheld, (i) admit fault or guilt on behalf of such Indemnified Party or (ii) agree to compel such Indemnified Party to do, or refrain from doing, any act); and 7.4.4 give the Indemnifying Party all reasonable assistance and information (including procuring access to relevant personnel in order to investigate the claim) (at the Indemnifying Party’s expense) as the Indemnifying Party reasonably requires in connection with resisting, appealing, compromising or contesting any such claim. The indemnity in this Clause 6.4 7.4 shall not apply to the extent that the Third Party claim arises as a result of any Indemnified Party’s negligence, reckless act or omission or intentional misconduct, breach of confidentiality, material breach of this Agreement or its infringement of any Third Party’s Intellectual Property Rights. For the avoidance of doubt: (i) this Clause 6.4 7.4 is without prejudice to any other rights which the Indemnifying Party may have at Law against the other Party or Third Party; (ii) the Indemnifying Party shall not be obliged to indemnify any of the Indemnified Parties to the extent any admission or statement made by any of the Indemnified Parties or any failure by any of the Indemnified Parties to notify the Indemnifying Party of the claim, materially prejudices the defense of the Third Party claim; and (iii) the Indemnifying Party shall not be obliged to indemnify the Indemnified Parties to the extent any Third Party claim is indemnified by the same Indemnifying Party pursuant to an indemnity under the Licence and Sub-Licence Agreement. 7.5. Nothing in this Agreement limits or excludes any Party’s liability for: 7.5.1 death or personal injury resulting from negligence; 7.5.2 fraud; or 7.5.3 any liability that, by Law, cannot be limited or excluded. 7.6. Subject to Clause 7.5, the Parties shall not be liable to each other or any of their directors, officers, employees or agents for any of the following types of loss, damage, cost or expense arising (whether in contract, tort, negligence, breach of statutory duty or otherwise) under or in relation to this Agreement or the subject-matter of this Agreement for: 7.6.1 any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or 7.6.2 any indirect or consequential loss or damage whatsoever ; or 7.6.3 any exemplary or punitive damages, even if the Party was advised in advance of the possibility of such loss or damage. 7.7. Subject to Clause 7.5, the aggregate liability of each Party for all claims under this Agreement shall be limited to the aggregate amount actually received by On Target from OKYO pursuant to this Agreement. 7.8. The express undertakings and warranties given by the Parties in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by Law.

Representations Warranties and Limitation of Liability. 7.1a) Except as expressly otherwise provided in this Agreement or in an Order, Sentinel provides the Space, the Sentinel Bedford Data Center, and the Services strictly on an “as is, as available” basis, and Customer’s use of Data Center Services is at Customer’s own risk. OKYO Except as expressly provided herein, Sentinel does not make, and Tufts MC each warrants hereby expressly disclaims, any and all warranties, expressed or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose. b) Notwithstanding anything to the other that it has full power and authority contrary contained in this Agreement, neither party shall be responsible or liable under its constitutionor with respect to this Agreement, and has taken all necessary actions and obtained all authorisationsunder any contract, licencestort, consents and approvals, to allow it to enter into this Agreement and to perform its obligations hereunder. 7.2. No Party makes any representation or gives any warranty to the other that any advice or information given by it or any of its employees, contractors strict liability or other personnel who carry out the research set out in the Research Plantheory, from any cause, (a) for error or the content interruption of use or use for loss or inaccuracy or corruption of data or cost of procurement of services or technology or for relocation expenses or loss of business: (b) for any Arising IPindirect, Materials exemplary, incidental, special, consequential or information provided in connection with the Research Planother such damages, shall not constitute or result in the infringement of the rights of any Third Party (including, but not limited to, Intellectual Property Rights)loss of profits: or (c) for any force majeure event, as provided in Section 13d hereof. In all events Sentinel’s total liability for damages to customer for any cause whatsoever, regardless of the form of action, and whether in contract, tort, strict liability or other theory, from any cause, for any period in which the space is unavailable or cannot be used or any period during which services have not been furnished shall be limited to the Recurring Charges attributable to such monthly period. The provisions of this section 9(b) shall not be deemed to limit either party’s liability for breach of Section 10 or 11 of this Agreement. 7.3. No Party accepts any c) Each party represents and warrants to the other that (a) it has obtained all necessary consents, licenses, leases, permits, and other approvals, both governmental and private, as may be necessary to permit it to perform its obligations under this Agreement; and (b) it has the full right and authority to enter into, execute, deliver and perform its obligations under this Agreement. d) Each representative and each other person visiting the Sentinel Bedford Data Center does so at his/her own risk, and Sentinel assumes no liability or responsibility whatsoever for any use which may be made by harm to such persons resulting from any cause resulting in personal injury to such persons or damage to any property of such persons during such a visit, except to the other Party of any Arising IP, nor for any reliance which may be placed by that other Party on any Arising IP, nor for advice or information given in connection with any results. 7.4. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, its Affiliates, directors, officers, employees, agents, subcontractors or sub-licensees (together, the “Indemnified Parties”) from and against each and every claim made by a Third Party against any of the Indemnified Parties, such Third Party claims extent arising as a result out of the gross negligence or wilful willful misconduct of the Indemnifying Party (Sentinel or any of its Affiliates, directors, officers, employees, agents, subcontractors employees or subcontractors. e) Notwithstanding anything to the contrary in this Agreement, each party’s maximum aggregate liability to the other party for monetary damages related to or in connection with this Agreement shall be limited to the amount of the Recurring Charges paid or payable by Customer to Sentinel hereunder for the then-licenseesprior six (6) months, provided that during the first eighteen (18) months of the term of this Agreement such limit shall be the greater of such prior six months’ Recurring Charges or Four Hundred Thousand Dollars ($400,000.00), and provided that in performing its all events such limitation shall not apply to Customer’s obligations or exercising its rights to pay Sentinel Recurring Charges and all other charges under this Agreement, . Each party’s only other remedies shall be as specifically provided that the Indemnified Parties mustin this Agreement, except with respect to any claim made in that for damages arising from the gross negligence or willful misconduct of a criminal proceeding brought against an Indemnified Party: 7.4.1 promptly (and in any eventparty, within 30 (30) business days of receipt of such claim) notify the Indemnifying Party of details of such claim; 7.4.2 not make any statement, admission, settlement or compromise in relation party’s maximum aggregate liability to the claim; 7.4.3 allow other party for monetary damages arising from such gross negligence or willful misconduct shall be the Indemnifying Party to take such action as it shall deem necessary, in its absolute discretion, to avoid, dispute, resist, appeal, compromise or contest any such claim in amounts of insurance payable by the name of the applicable Indemnified Parties and to have the sole conduct of any related proceedings, negotiations or appeals (provided, however, that the Indemnifying Party may not, without each relevant Indemnified Party’s prior written consent which shall not be unreasonably withheld, (iinsurance carrier(s) admit fault or guilt on behalf of such Indemnified Party party for such damages, provided that such party shall have been carrying at least the insurance required to be maintained pursuant to Section 4(a) or (ii4(b) agree to compel such Indemnified Party to doabove, or refrain from doing, any act); and 7.4.4 give the Indemnifying Party all reasonable assistance and information (including procuring access to relevant personnel in order to investigate the claim) (at the Indemnifying Party’s expense) as the Indemnifying Party reasonably requires in connection with resisting, appealing, compromising or contesting any such claim. The indemnity in this Clause 6.4 shall not apply to the extent that the Third Party claim arises as a result of any Indemnified Party’s negligence, reckless act or omission or intentional misconduct. For the avoidance of doubt: (i) this Clause 6.4 is without prejudice to any other rights which the Indemnifying Party may have at Law against the other Party or Third Party;applicable.