Common use of Standard of Performance; Limitation of Liability Clause in Contracts

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo or any member of the SpinCo Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a), the sole and exclusive remedy of RemainCo shall be, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member of the SpinCo Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo defaults in the manner described in clause (ii) of Section 7.1, RemainCo shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo McDermott organization (including, for this purpose, SpinCo B&W and the SpinCo Groupits subsidiaries) prior to the date of this Agreement. It is understood and agreed that SpinCo B&W and the members of the SpinCo B&W Group are not professional providers of the types of services included in the Services and that SpinCo B&W personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo B&W or any member of the SpinCo B&W Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a) or Section 2.5(c), the sole and exclusive remedy of RemainCo McDermott shall be, at RemainCo’s XxXxxxxxx’x sole discretion, within 90 days from the date that SpinCo B&W or such member of the SpinCo B&W Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo B&W defaults in the manner described in clause (ii) of Section 7.1, RemainCo McDermott shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO MCDERMOTT (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO MII GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO MCDERMOTT OR ANY MEMBER OF THE REMAINCO MII GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO B&W SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO B&W OR ANY MEMBER OF THE SPINCO B&W GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO B&W GROUP BE LIABLE TO THE REMAINCO MII GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO MII GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo McDermott organization (including, for this purpose, SpinCo B&W and the SpinCo Groupits subsidiaries) prior to the date of this Agreement. It is understood and agreed that SpinCo McDermott and the members of the SpinCo MII Group are not professional providers of the types of services included in the Services and that SpinCo McDermott personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo McDermott or any member of the SpinCo MII Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a) or Section 2.5(c), the sole and exclusive remedy of RemainCo B&W shall be, at RemainCoB&W’s sole discretion, within 90 days from the date that SpinCo McDermott or such member of the SpinCo MII Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo McDermott defaults in the manner described in clause (ii) of Section 7.1, RemainCo B&W shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO B&W (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO B&W GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO B&W OR ANY MEMBER OF THE REMAINCO B&W GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO MCDERMOTT SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO MII GROUP BE LIABLE TO THE REMAINCO B&W GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO B&W GROUP.

Standard of Performance; Limitation of Liability. (a) The Transition Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within for the RemainCo organization GB Group (including, for this purpose, SpinCo Nuvectra and the SpinCo Groupits subsidiaries) prior to the date of this Agreement. It While GB agrees to use commercially reasonable efforts in providing the Transition Services, it is understood and agreed that SpinCo GB and the members of the SpinCo GB Group are not professional providers of the types of services included in the Transition Services and that SpinCo GB personnel performing Transition Services have other responsibilities and will not be dedicated full-time to performing Transition Services hereunder. GB also represents that it shall, and shall cause its Affiliates to, comply at all times during the term of this Agreement with all applicable laws and regulations relating in any way to the Transition Services. GB shall, if required, obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including all Transition Services) under this Agreement and shall at all times comply (or in the case of any providers of Transition Services who are contractors or independent third parties, to use commercially reasonable efforts to cause them to comply) with the terms and conditions of such permits, approvals and licenses. (b) In the event SpinCo GB or any member of the SpinCo GB Group fails to provide, or cause to be provided, the Transition Services in accordance with the standard of service set forth in Section 2.5(a) or Section 2.5(c), the sole and exclusive remedy of RemainCo shall be, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member of the SpinCo Group first fails Nuvectra may object to provide such Service, to not pay any amounts invoiced for such ServiceTransition Services in accordance with Section 4.2; provided provided, however, that in the event SpinCo GB defaults in the manner described in clause (ii) of Section 7.17.1(c), RemainCo Nuvectra shall have the further rights set forth in Article VIISection 7.1(c). (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO GB OR ANY MEMBER OF THE SPINCO GB GROUP WITH RESPECT TO THE TRANSITION SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO NUVECTRA (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO NUVECTRA GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO NUVECTRA OR ANY MEMBER OF THE REMAINCO NUVECTRA GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO GB OR ANY MEMBER OF THE SPINCO GB GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO GB OR ANY MEMBER OF THE SPINCO GB GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO GB SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO GB OR ANY MEMBER OF THE SPINCO GB GROUP OR AN INTENTIONAL BREACH UNDER THE AGREEMENT BY GB OR ANY MEMBER OF THE GB GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GB GROUP BE LIABLE TO THE REMAINCO NUVECTRA GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPSEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000).

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Halliburton organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo HESI and the members of the SpinCo Halliburton Group are not professional providers of the types of services included in the Services and that SpinCo Halliburton personnel performing Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderServices. (b) In the event SpinCo HESI or any member of the SpinCo Halliburton Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo KBR shall bebe to, at RemainCoKBR’s sole discretion, within 90 ninety (90) days from the date that SpinCo HESI or such member of the SpinCo Halliburton Group first fails to provide such ServiceService either (i) have the Service reperformed, to or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made for such defective service; provided that in the event SpinCo HESI defaults in the manner described in clause Section 7.1(ii) or (ii) of Section 7.1iii), RemainCo KBR shall have the further rights set forth in Article VIISection 7.1. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO HESI OR ANY MEMBER OF THE SPINCO HALLIBURTON GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) KBR HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO KBR OR ANY MEMBER OF THE REMAINCO KBR GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO HESI OR ANY MEMBER OF THE SPINCO HALLIBURTON GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO HESI OR ANY MEMBER OF THE SPINCO HALLIBURTON GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO HESI SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO OR HESI, ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO HALLIBURTON GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE OR ANY THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER HEREUNDER.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level level, and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Parent organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are Parent is not a professional providers provider of the types of services included in the Services and that SpinCo Parent personnel performing such Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderthe Services. (b) In the event SpinCo or any member of the SpinCo Group Parent fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo Enova shall bebe to, at RemainCoEnova’s sole discretion, within 90 ten (10) days from the date that SpinCo or such member of the SpinCo Group Parent first fails to provide such Service, send written notice of such failure to not pay for Parent indicating that Parent should either (i) reperform the Service, or (ii) discontinue such Service; provided provided, that in the event SpinCo Parent defaults in the manner described in clause (ii) of Section 7.1Article VII, RemainCo Enova shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEIMPLIED, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) ENOVA HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO ENOVA OR ANY MEMBER OF THE REMAINCO GROUP ENOVA ENTITIES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE PERFORMANCE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE PERFORMANCE, OR OTHER FAILURE OR BREACH BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT JOINT, OR CONCURRENT CONCURRENT, OR ACTIVE OR PASSIVE) OF SPINCO OR PARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE STATE, OR NON NON-U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO PARENT SHALL BE RESPONSIBLE FOR, SUCH 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. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF WILL PARENT’S LIABILITY UNDER THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING EXCEED AN AMOUNT EQUAL TO THE AGGREGATE SERVICE CHARGES FEES ACTUALLY PAID HEREUNDER BY THE REMAINCO GROUPENOVA.

Standard of Performance; Limitation of Liability. (a) The Unless otherwise provided to the contrary in an Exhibit, the Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Huntsman organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this AgreementIPO. It is understood and agreed that SpinCo the Service Provider and the members of the SpinCo Service Provider Group are not professional providers of the types of services included in the Services and that SpinCo the Service Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In Notwithstanding anything to the contrary in this Agreement, the Service Provider and members of the Service Provider Group shall not be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, authorization, certification or permit or the Service Provider’s Code of Business Conduct or other governance policies, as they may be amended from time to time. Without limiting the above, the provision of the Services may require consents, waivers, or approvals from certain third parties under permits, licenses and agreements to which the Service Provider or one of its Affiliates is a party (a “Third Party License”) to enable the Service Provider to provide the Services. The Service Provider shall promptly notify the Service Recipient in writing, setting forth in reasonable detail any specific impairment in its ability to provide any Services by reason of the limitations described in this Section 2.7(b). The Parties will use commercially reasonable efforts to develop a resolution that enables the Service Provider to continue the provision of the Services, including obtaining any required consents, waivers or approvals of a Third Party License, with the costs of obtaining such consents, waivers or approvals being the responsibility of the Service Recipient. If no commercially reasonable resolution is available within 60 days of receipt of notice from the Service Provider of such impairment, either Party may immediately terminate the affected Service as provided in Article VI hereof. To the extent permitted by any applicable contracts of the Service Recipient, the Service Recipient hereby grants to the Service Provider performing Services under this Agreement a limited, nontransferable license, without the right to sublicense (except to an Affiliate of the Service Provider or a sub-contractor who is providing Services on the Service Provider’s behalf, solely to the extent necessary for such Affiliate or sub-contractor to provide the Services), for the term of this Agreement to use the intellectual property owned by the Service Recipient solely to the extent necessary for the Service Provider to perform its obligations hereunder. (c) Subject to Section 2.7(h), in the event SpinCo the Service Provider or any member of the SpinCo Service Provider Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a2.7(a), then at the Service Recipient’s request, the Service Provider shall use commercially reasonable efforts to re-perform such Services as soon as reasonably practicable, with the same degree of care used in correcting a failure of a similar service for itself, at no additional cost to the Service Recipient. The foregoing sets forth the sole and exclusive remedy of RemainCo shall bethe Service Recipient with respect to the performance of Services by the Service Provider and the Service Provider’s liabilities under this Section 2.7(c) are subject to the liability cap set forth in Section 2.7(h); provided, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member of the SpinCo Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo the Service Provider defaults in the manner described in clause (iib) of Section 7.1, RemainCo the Service Recipient shall have the further rights set forth in Article VII. (cd) Notwithstanding anything to the contrary in this Agreement, except to the extent caused by a Service Provider and to the extent such Service Provider is otherwise liable under this Agreement, the Service Provider shall not be liable to the Service Recipient for any breach of any agreement by a Third Party Provider; provided that the Service Provider shall use commercially reasonable efforts to enforce the terms of such agreements. (e) The Parties agree that, should a third party require the Parties or their respective Affiliates to be other than severally liable to such third party in respect of a Third Party License, the Parties will cooperate with one another in good faith to reach an agreement setting forth the indemnification obligations of the Parties to each other with respect to such liability. (f) The Parties recognize that some of the Services will be provided by the Service Provider in conjunction with the employees of the Service Recipient Group. To the extent that the Service Recipient Group does not make those employees available to provide the Services in conjunction with the Service Provider, then the Service Provider shall be relieved of its obligations to provide such Services to the extent that such services were dependent on the availability of such employees of the Service Recipient Group. (g) Notwithstanding anything to the contrary contained herein, the Parties recognize that some of the Services will be provided by the Service Provider utilizing one or more individuals who have unique knowledge or skills related to a particular Service that is provided only to the Service Recipient. To the extent that the Service Provider believes that such individuals may leave its employment prior to the completion of the relevant Services, or that such individuals may require retention bonuses or similar incentives to stay through the completion of the relevant services, the Service Provider will so advise the Service Recipient; and Service Provider agrees to take such reasonable actions as may be requested by the Service Recipient to retain such individuals, including paying such retention bonuses or incentives as the Service Recipient may reasonably request and for which the Service Recipient agrees to reimburse the Service Provider. In the event that any such individual cannot be retained by the Service Provider to provide the relevant services hereunder, the Service Provider will use its reasonable efforts to mitigate the impact of such loss; and to the extent that such service cannot be reasonably continued by the Service Provider, the Service Provider shall be relieved of its obligation to provide such Services and the Service Provider will reduce the applicable charges to reflect such reduction in Services. (h) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.52.7, NO REPRESENTATIONS REPRESENTATIONS, WARRANTIES OR WARRANTIES GUARANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO ANY SERVICE PROVIDER PROVIDING SERVICES UNDER THIS AGREEMENT OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO EXCEPT AS SET FORTH IN THIS SECTION 2.7, ANY SERVICE RECIPIENT UNDER THIS AGREEMENT (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO SERVICE RECIPIENT GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO SUCH SERVICE RECIPIENT OR ANY MEMBER OF THE REMAINCO SERVICE RECIPIENT GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SERVICE PROVIDER SHALL BE RESPONSIBLE FOR, AND SHALL DEFEND AND INDEMNIFY SERVICE RECIPIENT GROUP FROM AND AGAINST, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO SERVICE PROVIDER GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO SERVICE PROVIDER GROUP BE LIABLE TO THE REMAINCO SERVICE RECIPIENT GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO SERVICE RECIPIENT GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo CHK organization (including, for this purpose, SpinCo SSE and the SpinCo Groupits subsidiaries) prior to the date of this Agreement. It is understood and agreed that SpinCo CHK and the members of the SpinCo CHK Group are not professional providers of the types of services included in the Services and that SpinCo CHK personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo CHK or any member of the SpinCo CHK Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a) or Section 2.5(c), the sole and exclusive remedy of RemainCo SSE shall be, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member of the SpinCo Group first fails be to provide such Service, object to not pay any amounts invoiced for such ServiceServices in accordance with Section 4.2; provided that in the event SpinCo CHK defaults in the manner described in clause (ii) of Section 7.1, RemainCo SSE shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO CHK OR ANY MEMBER OF THE SPINCO CHK GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO SSE (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO SSE GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO SSE OR ANY MEMBER OF THE REMAINCO SSE GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO CHK OR ANY MEMBER OF THE SPINCO CHK GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO CHK OR ANY MEMBER OF THE SPINCO CHK GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO CHK SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO CHK OR ANY MEMBER OF THE SPINCO CHK GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO CHK GROUP BE LIABLE TO THE REMAINCO SSE GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO SSE GROUP.

Standard of Performance; Limitation of Liability. (a) The Unless otherwise provided to the contrary in a Schedule, the Service Provider warrants that the Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo ConocoPhillips organization (including, for this purpose, SpinCo Xxxxxxxx 66 and the SpinCo Groupits Subsidiaries) prior to the date Distribution Date, and, if any such Services wee not performed within the ConocoPhillips organization prior to the Distribution Date, then such Services shall be performed with the same degree of this Agreementcare and with substantially the same service levels as the Service Provider performs comparable services for itself. It is understood and agreed that SpinCo and the members of the SpinCo Group are Service Provider is not a professional providers provider of the types of services included in the Services and that SpinCo the Service Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) Notwithstanding anything to the contrary in this Agreement, no Service Provider shall be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable law, contract, license, authorization, certification or permit or the Service Provider’s governance policies, as they may be amended from time to time. Without limiting the above, the provision of the Services may require consents, waivers, or approvals from certain third parties under permits, licenses and agreements to which the Service Provider, the Service Recipient or one of their respective Affiliates is a party (a “Third Party License”) to enable the Service Provider to provide the Services. The Parties shall promptly notify each other, providing reasonable detail of any specific impairment in the ability to provide any Services by reason of the limitations described in this Section2.7(b). The Parties will use commercially reasonable efforts to develop a resolution that enables the Service Provider to continue the provision of the Services, including obtaining any required consents, waivers or approvals under a Third Party License, with the costs of obtaining such consents, waivers or approvals being the responsibility of the Service Recipient. If no commercially reasonable resolution is available within sixty (60) calendar days of notice of such impairment, either Party may immediately terminate the affected Service by providing written notice to the other Party. To the extent permitted by any applicable contracts of the Service Recipient, the Service Recipient hereby grants to the Service Provider a limited, nontransferable license, without the right to sublicense (except to an Affiliate of the Service Provider or a Third Party Provider who is providing Services on the Service Provider’s behalf, solely to the extent necessary for such Affiliate or Third Party Provider to provide the Services), for the term of this Agreement, to use the intellectual property owned by the Service Recipient solely to the extent necessary for the Service Provider to perform its obligations hereunder. (c) In the event SpinCo or any member of the SpinCo Group fails to provide, or cause to be provided, the Services are not provided in accordance with the standard of service warranty set forth in Section 2.5(a2.7(a), then, at the Service Recipient’s request, the Service Provider shall re-perform such Services to the extent necessary to correct the failure as soon as reasonably practicable, with the same degree of care used in correcting a failure of a similar service for itself, at no additional cost to the Service Recipient. The foregoing sets forth the sole and exclusive remedy of RemainCo shall be, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member Service Recipient with respect to any failure of the SpinCo Group first fails Service Provider to provide such Servicemeet the warranty and the Service Provider’s liabilities under this Section 2.7(c) are subject to the liability cap set forth in Section 2.7(h); provided, to not pay for such Service; provided that in the event SpinCo the Service Provider defaults in the manner described in clause (ii) of Section 7.1, RemainCo the Service Recipient shall have the further rights set forth in Article VII. (cd) EXCEPT AS EXPRESSLY SET FORTH Notwithstanding anything to the contrary in this Agreement, except to the extent caused by a Service Provider and to the extent such Service Provider is otherwise liable under this Agreement, the Service Provider shall not be liable to the Service Recipient for any breach of any agreement by a Third Party Provider; provided, that the Service Provider shall use commercially reasonable efforts to enforce the terms of such agreements. (e) The Parties recognize that some of the Services are being provided by the Service Provider in conjunction with the Employees of the Service Recipient and other members of the Service Recipient Group. To the extent that such Employees are not made available to provide the Services in conjunction with the Service Provider, then the Service Provider shall be relieved of its obligations to provide such Services to the extent that such services were dependent on the availability of such Employees. (f) It is the intent of the Service Provider to plan and staff such that the Service Provider can completely fulfill the needs of the Service Recipient as well as the Service Provider’s own needs, and the Service Provider does not anticipate the need for any rationing or limitation of Services. Notwithstanding the foregoing, the Service Recipient acknowledges and agrees that the Service Provider shall have the right to establish reasonable priorities between the needs of the Service Provider, on the one hand, and the needs of the Service Recipient, on the other hand, as to the provision of any Service if the Service Provider determines that such priorities are necessary to avoid any adverse affect on the Service Provider. If any such priorities are established, the Service Provider shall advise the Service Recipient as soon as possible of any Service that will be materially delayed as a result of such prioritization, and will use commercially reasonable efforts to minimize the duration and impact of such delays. (g) IN THIS CONSIDERATION OF THE EXPRESS WARRANTY PROVIDED IN SECTION 2.52.7(A) AND THE EXPRESS REMEDY FOR BREACH THEREOF PROVIDED IN SECTION 2.7(C), NO REPRESENTATIONS OTHER REPRESENTATIONS, WARRANTIES OR WARRANTIES GUARANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP SERVICE PROVIDER WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT SERVICES, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR REPRESENTATIONS, WARRANTIES AND GUARANTEES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO THE SERVICE RECIPIENT (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO SERVICE RECIPIENT GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO SERVICE RECIPIENT OR ANY MEMBER OF THE REMAINCO SERVICE RECIPIENT GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY OTHER THAN THE SPECIFIC, LIMITED RIGHT AND REMEDY SET FORTH IN SECTION 2.7(C) IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP SERVICE PROVIDER UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING EVEN IF RESULTING FROM THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, SOLE OR JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP SERVICE PROVIDER OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. STATUTE. (h) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO MEMBERS OF THE SERVICE PROVIDER GROUP BE LIABLE TO THE REMAINCO MEMBERS OF THE SERVICE RECIPIENT GROUP WITH RESPECT PURSUANT TO CLAIMS ARISING OUT OF THIS AGREEMENT SECTION 2.6 FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO MEMBERS OF THE SERVICE RECIPIENT GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo KBR organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are KBR is not a professional providers provider of the types of services included in the Services and that SpinCo KBR personnel performing Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderServices. (b) In the event SpinCo KBR or any member of the SpinCo KBR Group fails fail to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo HESI shall bebe to, at RemainCoHESI’s sole discretion, within 90 ninety (90) days from the date that SpinCo or such member of the SpinCo Group first KBR fails to provide such ServiceService either (i) have the Service reperformed, to or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made for such defective service; provided that in the event SpinCo KBR defaults in the manner described in clause Section 7.1(ii) or (ii) of Section 7.1iii), RemainCo HESI shall have the further rights set forth in Article VIISection 7.1. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO KBR OR ANY MEMBER OF THE SPINCO KBR GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) HESI HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO HESI OR ANY MEMBER OF THE REMAINCO HALLIBURTON GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO KBR OR ANY MEMBER OF THE SPINCO KBR GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO KBR OR ANY MEMBER OF THE SPINCO KBR GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO KBR SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO OR KBR, ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO KBR GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE OR ANY THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo RemainCo and the members of the SpinCo RemainCo Group are not professional providers of the types of services included in the Services and that SpinCo RemainCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo RemainCo or any member of the SpinCo RemainCo Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a), the sole and exclusive remedy of RemainCo SpinCo shall be, at RemainCoSpinCo’s sole discretion, within 90 days from the date that SpinCo RemainCo or such member of the SpinCo RemainCo Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo RemainCo defaults in the manner described in clause (ii) of Section 7.1, RemainCo SpinCo shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO REMAINCO OR ANY MEMBER OF THE SPINCO REMAINCO GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO SPINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO SPINCO GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO SPINCO OR ANY MEMBER OF THE REMAINCO SPINCO GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO REMAINCO OR ANY MEMBER OF THE SPINCO REMAINCO GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO REMAINCO OR ANY MEMBER OF THE SPINCO REMAINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO REMAINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO REMAINCO OR ANY MEMBER OF THE SPINCO REMAINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO REMAINCO GROUP BE LIABLE TO THE REMAINCO SPINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO SPINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level level, and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Forest organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are Forest is not a professional providers provider of the types of services included in the Services and that SpinCo Forest personnel performing such Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderthe Services. (b) In the event SpinCo or any member of the SpinCo Group Forest fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo Lone Pine shall bebe to, at RemainCo’s Lone Pine's sole discretion, within 90 60 days from the date that SpinCo or such member of the SpinCo Group Forest first fails to provide such Service, to either (i) have the Service reperformed or (ii) not pay for such Service or, if payment has already been made, receive a refund of the payment made for such defective Service; provided provided, that in the event SpinCo Forest defaults in the manner described in clause (ii) of Section 7.1Article VII, RemainCo Lone Pine shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEIMPLIED, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO FOREST OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) LONE PINE HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO LONE PINE OR ANY MEMBER OF THE REMAINCO GROUP LONE PINE ENTITIES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE PERFORMANCE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE PERFORMANCE, OR OTHER FAILURE OR BREACH BY SPINCO FOREST OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT JOINT, OR CONCURRENT CONCURRENT, OR ACTIVE OR PASSIVE) OF SPINCO OR FOREST, ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST, OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE STATE, OR NON NON-U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO FOREST SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO FOREST, ANY AFFILIATE OF FOREST, OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER HEREUNDER.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, care as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this AgreementTransocean organization. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo Transocean Holdings or any member of the SpinCo Group fails its Affiliates fail to provide, or cause to be provided, provide the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo TODCO shall bebe to, at RemainCo’s TODCO's sole discretion, within 90 days from either (i) have the date that SpinCo Service reperformed, or such member of the SpinCo Group first fails to provide such Service, to (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided that in the event SpinCo Transocean Holdings defaults in the manner described in clause (ii) of Section 7.17.1(ii), RemainCo TODCO shall have the further rights set forth in Article VII. (c) Section 7.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO TRANSOCEAN HOLDINGS OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) TODCO HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP TODCO MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO TRANSOCEAN HOLDINGS OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF SPINCO TRANSOCEAN HOLDINGS OR ITS AFFILIATES OR ANY MEMBER OTHER PERSON INVOLVED IN THE PROVISION OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The ------------------------------------------------ Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, care as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this AgreementTransocean organization. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo Transocean Holdings or any member of the SpinCo Group fails its Affiliates fail to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo TODCO shall bebe to, at RemainCo’s TODCO's sole discretion, within 90 days from either (i) have the date that SpinCo Service reperformed, or such member of the SpinCo Group first fails to provide such Service, to (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made for such defective service; provided that in the event SpinCo Transocean Holdings defaults in the manner described in clause (ii) of Section 7.17.1(ii), RemainCo TODCO shall have the further rights set forth in Article VII. (c) Section 7.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO TRANSOCEAN HOLDINGS OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) TODCO HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP TODCO MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO TRANSOCEAN HOLDINGS OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF SPINCO TRANSOCEAN HOLDINGS OR ITS AFFILIATES OR ANY MEMBER OTHER PERSON INVOLVED IN THE PROVISION OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level level, and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Parent organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are Parent is not a professional providers provider of the types of services included in the Services and that SpinCo Parent personnel performing such Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderthe Services. (b) In Subject to Section 7.2, in the event SpinCo or any member of the SpinCo Group Parent fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo Enova shall bebe to, at RemainCoEnova’s sole discretion, within 90 ten (10) days from the date that SpinCo or such member of the SpinCo Group Parent first fails to provide such Service, send written notice of such failure to not pay for Parent indicating that Parent should either (i) reperform the Service, or (ii) discontinue such Service; provided provided, that in the event SpinCo Parent defaults in the manner described in clause (ii) of Section 7.1, RemainCo Enova shall have the further rights set forth in Article VIISection 7.1. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.52.6, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEIMPLIED, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) ENOVA HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO ENOVA OR ANY MEMBER OF THE REMAINCO GROUP ENOVA ENTITIES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE PERFORMANCE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE PERFORMANCE, OR OTHER FAILURE OR BREACH BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT JOINT, OR CONCURRENT CONCURRENT, OR ACTIVE OR PASSIVE) OF SPINCO OR PARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE STATE, OR NON NON-U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO PARENT SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PARENT, ANY AFFILIATE OF PARENT, OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, care as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this AgreementService Provider’s organization. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo a Service Provider or any member of the SpinCo Group its Affiliates fails to provide, or cause to be provided, provide the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo the Service Receiver and its Affiliates shall bebe to, at RemainCothe Service Receiver’s sole discretion, within 90 days from either (i) have the date that SpinCo Service reperformed, or such member of the SpinCo Group first fails to provide such Service, to (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided that in the event SpinCo the Service Provider defaults in the manner described in clause (ii) of Section 7.13.3(ii), RemainCo the Service Receiver shall have the further rights set forth in Article VII. (c) Section 3.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.51.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO A SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO THE SERVICE RECEIVER OR ANY MEMBER OF THE REMAINCO GROUP ITS AFFILIATES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO A SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF SPINCO A SERVICE PROVIDER OR ITS AFFILIATES OR ANY MEMBER OTHER PERSON INVOLVED IN THE PROVISION OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo McDermott organization (including, for this purpose, SpinCo B&W and the SpinCo Groupits subsidiaries) prior to the date of this Agreement. It is understood and agreed that SpinCo McDermott and the members of the SpinCo MII Group are not professional providers of the types of services included in the Services and that SpinCo McDermott personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo McDermott or any member of the SpinCo MII Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a) or Section 2.5(c), the sole and exclusive remedy of RemainCo B&W shall be, at RemainCoB&W’s sole discretion, within 90 days from the date that SpinCo McDermott or such member of the SpinCo MII Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo McDermott defaults in the manner described in clause (ii) of Section 7.1, RemainCo B&W shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION Section 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO B&W (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO B&W GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO B&W OR ANY MEMBER OF THE REMAINCO B&W GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO MCDERMOTT SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO MCDERMOTT OR ANY MEMBER OF THE SPINCO MII GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO MII GROUP BE LIABLE TO THE REMAINCO B&W GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO B&W GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, care as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this AgreementService Provider’s organization. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo a Service Provider or any member of the SpinCo Group its Affiliates fails to provide, or cause to be provided, provide the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo the Service Receiver and its Affiliates shall bebe to, at RemainCothe Service Receiver’s sole discretion, within 90 days from either (i) have the date that SpinCo Service reperformed, or such member of the SpinCo Group first fails to provide such Service, to (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided provided, that in the event SpinCo the Service Receiver defaults in the manner described in clause (ii) of Section 7.13.3(i), RemainCo the Service Provider shall have the further rights set forth in Article VII. (c) Section 3.3; and provided further, that in the event the Service Provider defaults in the manner described in Section 3.3(ii), the Service Receiver shall have the further rights set forth in Section 3.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.51.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO A SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO THE SERVICE RECEIVER OR ANY MEMBER OF THE REMAINCO GROUP ITS AFFILIATES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO A SERVICE PROVIDER OR ANY MEMBER OF THE SPINCO GROUP ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF SPINCO A SERVICE PROVIDER OR ITS AFFILIATES OR ANY MEMBER OTHER PERSON INVOLVED IN THE PROVISION OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Pride organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo Pride and the members of the SpinCo Pride Group are not professional providers of the types of services included in the Services and that SpinCo Pride personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) In the event SpinCo Pride or any member of the SpinCo Pride Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a2.4(a) or Section 2.4(c), the sole and exclusive remedy of RemainCo Seahawk shall be, at RemainCoSeahawk’s sole discretion, within 90 days from the date that SpinCo Pride or such member of the SpinCo Pride Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo Pride defaults in the manner described in clause (ii) of Section 7.1Article VII, RemainCo Seahawk shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.52.4, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED IMPLIED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO PRIDE OR ANY MEMBER OF THE SPINCO PRIDE GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) SEAHAWK HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO SEAHAWK OR ANY MEMBER OF THE REMAINCO SEAHAWK GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO PRIDE OR ANY MEMBER OF THE SPINCO PRIDE GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO PRIDE OR ANY MEMBER OF THE SPINCO PRIDE GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO PRIDE SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PRIDE OR ANY MEMBER OF THE SPINCO PRIDE GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO PRIDE GROUP BE LIABLE TO THE REMAINCO SEAHAWK GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO SEAHAWK GROUP.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level level, and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Forest organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are Forest is not a professional providers provider of the types of services included in the Services and that SpinCo Forest personnel performing such Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderthe Services. (b) In the event SpinCo or any member of the SpinCo Group Forest fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo Lone Pine shall bebe to, at RemainCoLone Pine’s sole discretion, within 90 60 days from the date that SpinCo or such member of the SpinCo Group Forest first fails to provide such Service, to either (i) have the Service reperformed or (ii) not pay for such Service or, if payment has already been made, receive a refund of the payment made for such defective Service; provided provided, that in the event SpinCo Forest defaults in the manner described in clause (ii) of Section 7.1Article VII, RemainCo Lone Pine shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEIMPLIED, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO FOREST OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) LONE PINE HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO LONE PINE OR ANY MEMBER OF THE REMAINCO GROUP LONE PINE ENTITIES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE PERFORMANCE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE PERFORMANCE, OR OTHER FAILURE OR BREACH BY SPINCO FOREST OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT JOINT, OR CONCURRENT CONCURRENT, OR ACTIVE OR PASSIVE) OF SPINCO OR FOREST, ANY MEMBER AFFILIATE OF THE SPINCO GROUP FOREST, OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE STATE, OR NON NON-U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO FOREST SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO FOREST, ANY AFFILIATE OF FOREST, OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER HEREUNDER.

Standard of Performance; Limitation of Liability. (a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level level, and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo Parent organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are Parent is not a professional providers provider of the types of services included in the Services and that SpinCo Parent personnel performing such Services have other responsibilities responsibilities, and will not be dedicated full-time to performing Services hereunderthe Services. (b) In the event SpinCo or any member of the SpinCo Group Parent fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a)herewith, the sole and exclusive remedy of RemainCo Enova shall bebe to, at RemainCoEnova’s sole discretion, within 90 ten (10) days from the date that SpinCo or such member of the SpinCo Group Parent first fails to provide such Service, send written notice of such failure to not pay for Parent indicating that Parent should either (i) reperform the Service, or (ii) discontinue such Service; provided provided, that in the event SpinCo Parent defaults in the manner described in clause (ii) of Section 7.1Article VII, RemainCo Enova shall have the further rights set forth in Article VII. (c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEIMPLIED, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION)EXPRESSED, ARE MADE BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) ENOVA HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO ENOVA OR ANY MEMBER OF THE REMAINCO GROUP ENOVA ENTITIES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE PERFORMANCE, OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW LAW, OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE PERFORMANCE, OR OTHER FAILURE OR BREACH BY SPINCO PARENT OR ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT JOINT, OR CONCURRENT CONCURRENT, OR ACTIVE OR PASSIVE) OF SPINCO OR PARENT, ANY MEMBER AFFILIATE OF THE SPINCO GROUP PARENT, OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE STATE, OR NON NON-U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO PARENT SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPINCO PARENT, ANY AFFILIATE OF PARENT, OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE THIRD PARTY SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUPPROVIDER.