Common use of Services Received Clause in Contracts

Services Received. RemainCo hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Service; (b) the Services are being provided solely to facilitate the transition of RemainCo as a separate company as a result of the Distribution, and SpinCo and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo and the other members of the SpinCo Group to render, nor of RemainCo and the other members of the RemainCo Group to receive from SpinCo and the other members of the SpinCo Group, professional advice or 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; RemainCo shall not rely on, or construe, any Service rendered by or on behalf of SpinCo as such professional advice or opinions or technical advice; and RemainCo shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCo’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCO, ANY MEMBER OF THE SPINCO GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCO, ANY MEMBER OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP.

Services Received. RemainCo The Service Recipient hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.7, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo the Service Recipient that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo each of Huntsman and Venator as a separate company companies as a result of the Distribution, and SpinCo and its Affiliates do not provide any such Services to non-AffiliatesIPO; (c) it is not the intent of SpinCo the Service Provider and the other members of the SpinCo Service Provider Group to render, nor of RemainCo the Service Recipient and the other members of the RemainCo Service Recipient Group to receive from SpinCo the Service Provider and the other members of the SpinCo Service Provider Group, professional advice or 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; RemainCo the Service Recipient shall not rely on, or construe, any Service rendered by or on behalf of SpinCo the Service Provider as such professional advice or opinions or technical advice; and RemainCo the Service Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo the Service Recipient shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 2.7 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo the Service Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCothe Service Provider’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo the Service Recipient in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO THE SERVICE RECIPIENT SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOTHE SERVICE PROVIDER, ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICESSERVICES PROVIDED BY ANY MEMBER OF THE SERVICE PROVIDER GROUP TO ANY MEMBER OF THE SERVICE RECIPIENT GROUP, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE SOLE, JOINT OR GROSS CONCURRENT NEGLIGENCE OF SPINCOTHE SERVICE PROVIDER, ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO THE SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP.

Services Received. RemainCo SSE hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo SSE that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as SSE to a separate company as a result of the Distribution, and SpinCo CHK and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo CHK and the other members of the SpinCo CHK Group to render, nor of RemainCo SSE and the other members of the RemainCo SSE Group to receive from SpinCo CHK and the other members of the SpinCo CHK Group, professional advice or 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; RemainCo SSE shall not rely on, or construe, any Service rendered by or on behalf of SpinCo CHK as such professional advice or opinions or technical advice; and RemainCo SSE shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo SSE shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo SSE shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoCHK’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo SSE in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SSE SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOCHK, ANY MEMBER OF THE SPINCO CHK GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOCHK, ANY MEMBER OF THE SPINCO CHK GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO CHK OR ANY MEMBER OF THE SPINCO CHK GROUP.

Services Received. RemainCo SpinCo hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo SpinCo that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Service; (b) the Services are being provided solely to facilitate the transition of RemainCo as SpinCo to a separate company as a result of the Distribution, and SpinCo RemainCo and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of RemainCo and the other members of the RemainCo Group to render, nor of SpinCo and the other members of the SpinCo Group to render, nor of receive from RemainCo and the other members of the RemainCo Group to receive from SpinCo and the other members of the SpinCo Group, professional advice or 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; RemainCo SpinCo shall not rely on, or construe, any Service rendered by or on behalf of SpinCo RemainCo as such professional advice or opinions or technical advice; and RemainCo SpinCo shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo SpinCo shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo SpinCo shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoRemainCo’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo SpinCo in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SPINCO SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOREMAINCO, ANY MEMBER OF THE SPINCO REMAINCO GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOREMAINCO, ANY MEMBER OF THE SPINCO REMAINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO REMAINCO OR ANY MEMBER OF THE SPINCO REMAINCO GROUP.

Services Received. RemainCo McDermott hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo McDermott that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo McDermott as a separate company as a result of the Distribution, and SpinCo B&W and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo B&W and the other members of the SpinCo B&W Group to render, nor of RemainCo McDermott and the other members of the RemainCo MII Group to receive from SpinCo B&W and the other members of the SpinCo B&W Group, professional advice or 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; RemainCo McDermott shall not rely on, or construe, any Service rendered by or on behalf of SpinCo B&W as such professional advice or opinions or technical advice; and RemainCo McDermott shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo McDermott shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo McDermott shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoB&W’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo McDermott in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO MCDERMOTT SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP.

Services Received. RemainCo Seahawk hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.4, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo Seahawk that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as Seahawk to a separate company as a result of the Distribution, and SpinCo Pride and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo Pride and the other members of the SpinCo Pride Group to render, nor of RemainCo Seahawk and the other members of the RemainCo Seahawk Group to receive from SpinCo Pride and the other members of the SpinCo Pride Group, professional advice or 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; RemainCo Seahawk shall not rely on, or construe, any Service rendered by or on behalf of SpinCo Pride as such professional advice or opinions or technical advice; and RemainCo Seahawk shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo Seahawk shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 2.4 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo Seahawk shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoPride’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo Seahawk in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SEAHAWK SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOPRIDE, ANY MEMBER OF THE SPINCO PRIDE GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOPRIDE, ANY MEMBER OF THE SPINCO PRIDE GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PRIDE OR ANY MEMBER OF THE SPINCO PRIDE GROUP.

Services Received. RemainCo B&W hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo B&W that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as B&W to a separate company as a result of the Distribution, and SpinCo XxXxxxxxx and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo XxXxxxxxx and the other members of the SpinCo MII Group to render, nor of RemainCo B&W and the other members of the RemainCo B&W Group to receive from SpinCo XxXxxxxxx and the other members of the SpinCo MII Group, professional advice or 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; RemainCo B&W shall not rely on, or construe, any Service rendered by or on behalf of SpinCo XxXxxxxxx as such professional advice or opinions or technical advice; and RemainCo B&W shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo B&W shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo B&W shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCo’s XxXxxxxxx’x agreement to provide the Services is the limitation of liability and the release provided by RemainCo B&W in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO B&W SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOXXXXXXXXX, ANY MEMBER OF THE SPINCO MII GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOXXXXXXXXX, ANY MEMBER OF THE SPINCO MII GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO XXXXXXXXX OR ANY MEMBER OF THE SPINCO MII GROUP.

Services Received. RemainCo Enova hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII VII, and the other provisions hereof, including including, without limitation, the limitation of remedies available to RemainCo that Enova which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as Enova to a separate company as a result of the Distribution, and SpinCo Parent and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo and the other members of the SpinCo Group Parent to render, nor of RemainCo and the other members of the RemainCo Group Enova Entities to receive from SpinCo and the other members of the SpinCo GroupParent, professional advice or opinions, whether with regard to taxrisk management, government relations, investor relations, internal audit, payroll, legal, treasury, finance, employment accounting, tax, human resources, information systems, employment, or other business and financial matters, or technical advice, whether with regard to information technology systems or other matters; RemainCo Enova shall not rely on, or construe, any Service rendered by or on behalf of SpinCo Parent as such professional advice or opinions or technical advice; and RemainCo Enova shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo Enova shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo Enova shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoParent’s agreement to provide the Services is the limitation of liability set forth herein and the release provided by RemainCo in this Agreementrelease. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREINHEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, REMAINCO ENOVA SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY INDEMNIFY, AND HOLD SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS DIRECTORS, MEMBERS, MANAGERS, THIRD PARTY SERVICE PROVIDERS, PARTNERS, AND AGENTS (ALL AS INDEMNIFIED PARTIES) ), FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PARENT, ANY AFFILIATE OF PARENT, OR ANY MEMBER OF THE SPINCO GROUPTHIRD PARTY SERVICE PROVIDER.

Services Received. RemainCo KBR hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.5 - Standard of Performance; Limitation of Liability, Article VII Section 7.1 - Termination for Default and the other provisions hereof, including without limitation, the limitation of remedies available to RemainCo that KBR which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as KBR to a separate company as a result of the DistributionIPO, and SpinCo Halliburton and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo HESI and the other members of the SpinCo Halliburton Group to render, nor of RemainCo KBR and the other members of the RemainCo KBR Group to receive from SpinCo HESI and the other members of the SpinCo Halliburton Group, professional advice or 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; RemainCo KBR shall not rely on, or construe, any Service rendered by or on behalf of SpinCo HESI as such professional advice or opinions or technical advice; and RemainCo KBR shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo KBR shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section Sections 2.5 and Article VII7.1; (d) with respect to any software or documentation within the Services, RemainCo KBR shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoHESI’s agreement to provide the Services is the limitation of liability set forth herein and the release and indemnity provided by RemainCo in this Agreement. KBR herein ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREINHEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, REMAINCO KBR SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOHESI, ANY MEMBER OF THE SPINCO HALLIBURTON GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOHESI, ANY MEMBER OF THE SPINCO HALLIBURTON GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO OR HESI, ANY MEMBER OF THE SPINCO GROUPHALLIBURTON GROUP OR ANY THIRD PARTY SERVICE PROVIDER.

Services Received. RemainCo Enova hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.6, Article VII VII, and the other provisions hereof, including including, without limitation, the limitation of remedies available to RemainCo that Enova which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstancescircumstances following a Deconsolidation Event, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as Enova to a separate publicly-traded company as a result of the DistributionIPO, and SpinCo Parent and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo and the other members of the SpinCo Group Parent to render, nor of RemainCo and the other members of the RemainCo Group Enova Entities to receive from SpinCo and the other members of the SpinCo GroupParent, professional advice or opinions, whether with regard to taxrisk management, government relations, investor relations, internal audit, payroll, legal, treasury, finance, employment accounting, tax, human resources, information systems, employment, or other business and financial matters, or technical advice, whether with regard to information technology systems or other matters; RemainCo Enova shall not rely on, or construe, any Service rendered by or on behalf of SpinCo Parent as such professional advice or opinions or technical advice; and RemainCo Enova shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo Enova shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 2.6 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo Enova shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoParent’s agreement to provide the Services is the limitation of liability set forth herein and the release provided by RemainCo in this Agreementrelease. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREINHEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, REMAINCO ENOVA SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY INDEMNIFY, AND HOLD SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS DIRECTORS, MEMBERS, MANAGERS, THIRD PARTY SERVICE PROVIDERS, PARTNERS, AND AGENTS (ALL AS INDEMNIFIED PARTIES) ), FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PARENT, ANY AFFILIATE OF PARENT, OR ANY MEMBER OF THE SPINCO GROUPTHIRD PARTY SERVICE PROVIDER.

Services Received. RemainCo B&W hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo B&W that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as B&W to a separate company as a result of the Distribution, and SpinCo McDermott and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo McDermott and the other members of the SpinCo MII Group to render, nor of RemainCo B&W and the other members of the RemainCo B&W Group to receive from SpinCo McDermott and the other members of the SpinCo MII Group, professional advice or 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; RemainCo B&W shall not rely on, or construe, any Service rendered by or on behalf of SpinCo McDermott as such professional advice or opinions or technical advice; and RemainCo B&W shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo B&W shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo B&W shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCo’s XxXxxxxxx’x agreement to provide the Services is the limitation of liability and the release provided by RemainCo B&W in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO B&W SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOMCDERMOTT, ANY MEMBER OF THE SPINCO MII GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE or gross negligence OF SPINCOMCDERMOTT, ANY MEMBER OF THE SPINCO MII GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER oTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP.

Services Received. RemainCo The Service Recipient hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.6, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo the Service Recipient that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo each of El Paso and EP Energy as a separate company companies as a result of the Distribution, and SpinCo and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo the Service Provider and the other members of the SpinCo Service Provider Group to render, nor of RemainCo the Service Recipient and the other members of the RemainCo Service Recipient Group to receive from SpinCo the Service Provider and the other members of the SpinCo Service Provider Group, professional advice or 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; RemainCo the Service Recipient shall not rely on, or construe, any Service rendered by or on behalf of SpinCo the Service Provider as such professional advice or opinions or technical advice; and RemainCo the Service Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo the Service Recipient shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 2.6 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo the Service Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCothe Service Provider’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo the Service Recipient in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO THE SERVICE RECIPIENT SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOTHE SERVICE PROVIDER, ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICESSERVICES PROVIDED BY ANY MEMBER OF THE SERVICE PROVIDER GROUP TO ANY MEMBER OF THE SERVICE RECIPIENT GROUP, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOTHE SERVICE PROVIDER, ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO THE SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP.

Services Received. RemainCo B&W hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo B&W that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as B&W to a separate company as a result of the Distribution, and SpinCo McDermott and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo McDermott and the other members of the SpinCo MII Group to render, nor of RemainCo B&W and the other members of the RemainCo B&W Group to receive from SpinCo McDermott and the other members of the SpinCo MII Group, professional advice or 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; RemainCo B&W shall not rely on, or construe, any Service rendered by or on behalf of SpinCo McDermott as such professional advice or opinions or technical advice; and RemainCo B&W shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo B&W shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo B&W shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCo’s XxXxxxxxx’x agreement to provide the Services is the limitation of liability and the release provided by RemainCo B&W in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO B&W SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOMCDERMOTT, ANY MEMBER OF THE SPINCO MII GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOMCDERMOTT, ANY MEMBER OF THE SPINCO MII GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP.

Services Received. RemainCo McDermott hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo McDermott that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo McDermott as a separate company as a result of the Distribution, and SpinCo B&W and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo B&W and the other members of the SpinCo B&W Group to render, nor of RemainCo XxXxxxxxx and the other members of the RemainCo MII Group to receive from SpinCo B&W and the other members of the SpinCo B&W Group, professional advice or 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; RemainCo XxXxxxxxx shall not rely on, or construe, any Service rendered by or on behalf of SpinCo B&W as such professional advice or opinions or technical advice; and RemainCo XxXxxxxxx shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo XxXxxxxxx shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo XxXxxxxxx shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoB&W’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo XxXxxxxxx in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO XXXXXXXXX SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP.

Services Received. RemainCo HESI hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.52.5 - Standard of Performance; Limitation of Liability, Article VII Section 7.1 - Termination for Default and the other provisions hereof, including without limitation, the limitation of remedies available to RemainCo that HESI which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as KBR to a separate company as a result of the DistributionIPO, and SpinCo KBR and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo KBR and the other members of the SpinCo KBR Group to render, nor of RemainCo HESI and the other members of the RemainCo Halliburton Group to receive from SpinCo KBR and the other members of the SpinCo KBR Group, professional advice or 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; RemainCo HESI shall not rely on, or construe, any Service rendered by or on behalf of SpinCo KBR as such professional advice or opinions or technical advice; and RemainCo HESI shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo HESI shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section Sections 2.5 and Article VII7.1; (d) with respect to any software or documentation within the Services, RemainCo HESI shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoKBR’s agreement to provide the Services is the limitation of liability set forth herein and the release and indemnity provided by RemainCo in this Agreement. HESI herein ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREINHEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, REMAINCO HESI SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOKBR, ANY MEMBER OF THE SPINCO KBR GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOKBR, ANY MEMBER OF THE SPINCO KBR GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO OR KBR, ANY MEMBER OF THE SPINCO GROUPKBR GROUP OR ANY THIRD PARTY SERVICE PROVIDER.

Services Received. RemainCo Enova hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII VII, and the other provisions hereof, including including, without limitation, the limitation of remedies available to RemainCo that Enova which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo as Enova to a separate publicly-traded company as a result of the DistributionIPO, and SpinCo Parent and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo and the other members of the SpinCo Group Parent to render, nor of RemainCo and the other members of the RemainCo Group Enova Entities to receive from SpinCo and the other members of the SpinCo GroupParent, professional advice or opinions, whether with regard to taxrisk management, government relations, investor relations, internal audit, payroll, legal, treasury, finance, employment accounting, tax, human resources, information systems, employment, or other business and financial matters, or technical advice, whether with regard to information technology systems or other matters; RemainCo Enova shall not rely on, or construe, any Service rendered by or on behalf of SpinCo Parent as such professional advice or opinions or technical advice; and RemainCo Enova shall seek all third-third party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo Enova shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo Enova shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoParent’s agreement to provide the Services is the limitation of liability set forth herein and the release provided by RemainCo in this Agreementrelease. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREINHEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, REMAINCO ENOVA SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY INDEMNIFY, AND HOLD SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS DIRECTORS, MEMBERS, MANAGERS, THIRD PARTY SERVICE PROVIDERS, PARTNERS, AND AGENTS (ALL AS INDEMNIFIED PARTIES) ), FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOPARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PARENT, ANY AFFILIATE OF PARENT, OR ANY MEMBER OF THE SPINCO GROUPTHIRD PARTY SERVICE PROVIDER.

Services Received. RemainCo XxXxxxxxx hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo XxXxxxxxx that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Servicethis Agreement; (b) the Services are being provided solely to facilitate the transition of RemainCo XxXxxxxxx as a separate company as a result of the Distribution, and SpinCo B&W and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of SpinCo B&W and the other members of the SpinCo B&W Group to render, nor of RemainCo XxXxxxxxx and the other members of the RemainCo MII Group to receive from SpinCo B&W and the other members of the SpinCo B&W Group, professional advice or 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; RemainCo XxXxxxxxx shall not rely on, or construe, any Service rendered by or on behalf of SpinCo B&W as such professional advice or opinions or technical advice; and RemainCo XxXxxxxxx shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo XxXxxxxxx shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, RemainCo XxXxxxxxx shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to SpinCoB&W’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo XxXxxxxxx in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO XXXXXXXXX SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCOB&W, ANY MEMBER OF THE SPINCO B&W GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP.