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

Standard of Performance; Limitation of Liability. (a) Subject to Section 2.6, the Service Provider shall perform all Services to be provided by the Service Provider in a manner that is based on its past practice and that is substantially similar in nature, quality and timeliness to the analogous services provided by Energizer or any of its Subsidiaries to Energizer or its applicable functional group or Subsidiary (including, solely for this purpose, SpinCo and its Subsidiaries) prior to the Effective Time, and, if any such Services were not performed by Energizer or a Subsidiary prior to the Effective Time, then such Services shall be performed in a manner that is with substantially similar in nature, quality and timeliness to the manner in which as the Service Provider performs comparable services for itself and its Group. It is understood and agreed that the Service Provider is not a professional provider of the types of services included in the Services and that the Service Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) Nothing in this Agreement shall require the Service Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Laws, or any existing contract or agreement with a Third Party. If the Service Provider is or becomes aware of any potential violation on the part of the Service Provider, the Service Provider shall use commercially reasonable efforts to promptly send a Notice to the Service Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Service Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 2.7(b). Any costs and expenses incurred by any Party or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Service Provider to perform or cause to be performed (i) any Service (other than an Additional Service) shall be split between the Service Provider and the Service Recipient in accordance with such Parties’ respective utilization of the applicable Service at such time (except with respect to fees imposed by Third Parties to allow joint participation by the Service Provider and the Service Recipient under information technology contracts and licenses, which fees shall be split equally between the Service Provider and the Service Recipient) and (ii) any Additional Service shall be solely the responsibility of the Service Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent or the performance of such Service by the Service Provider would continue to constitute a violation of applicable Laws, the Service Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 2.7 that would apply absent the exception provided for in the first sentence of this Section 2.7(b). (c) 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 (including pursuant to Section 2.4(c)(iii)), the Service Provider shall not be liable to the Service Recipient for any breach of any agreement by a Third Party Provider or any failure, delay or other problem in connection with the Services caused by the act or omission of a Third Party Provider; provided, that the Service Provider shall use commercially reasonable efforts to exercise and enforce its rights and remedies (if any) against the Third Party Provider such that the failure, delay or other problem is remedied as soon as reasonably practicable and its impact on the Services and minimized, and if the Service Provider is unable to do so shall use its commercially reasonable efforts to make alternative arrangements to provide the affected Services in compliance with this Agreement. (d) 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 effect 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. (e) Neither the Service Provider nor any member of the Service Provider Group shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Service Recipient or other members of the Service Recipient Group. (f) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.7, EACH PARTY ACKNOWLEDGES AND AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ITS GROUP MEMBERS AND ITS AND THEIR REPRESENTATIVES, THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE SERVICE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE SERVICE PROVIDER MAKES NO OTHER REPRESENTATIONS AND GRANTS NO WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (g) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Standard of Performance; Limitation of Liability. (a) Subject Unless otherwise provided to Section 2.6the contrary in an Exhibit, the Service Provider shall perform all Services to be provided by hereunder shall be performed with the Service Provider in a manner that is based on its past practice same general degree of care, at the same general level and that is substantially similar in natureat the same general degree of accuracy and responsiveness, quality and timeliness to as when performed within the analogous services provided by Energizer or any of its Subsidiaries to Energizer or its applicable functional group or Subsidiary El Paso organization (including, solely for this purpose, SpinCo EP Energy and its Subsidiariessubsidiaries) prior to the Effective Time, and, if any such Services were not performed by Energizer or a Subsidiary prior to the Effective Time, then such Services shall be performed in a manner that is with substantially similar in nature, quality and timeliness to the manner in which as the Service Provider performs comparable services for itself and its Groupdate of this Agreement. It is understood and agreed that the Service Provider is and the members of the Service Provider Group are not a professional provider providers of the types of services included in the Services and that the Service Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) Nothing 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 reasonable detail any specific impairment in its ability to provide any Services by reason of the limitations described in this Section 2.6(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 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 performing Services under this Agreement shall require 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) In the event the Service Provider or any member of the Service Provider Group fails to provide, or cause to be performed any Service to provided, the extent Services in accordance with the manner standard of such performance would constitute a violation of applicable Lawsservice set forth in Section 2.6(a) or Section 2.6(f), or any existing contract or agreement with a Third Party. If then at the Service Provider is or becomes aware of any potential violation on the part of the Service ProviderRecipient’s request, the Service Provider shall use commercially reasonable efforts to promptly send re-perform such Services as soon as reasonably practicable, with the same degree of care used in correcting a Notice failure of a similar service for itself, at no additional cost to the Service Recipient of any such potential violationRecipient. The Parties each agree to cooperate foregoing sets forth the sole and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Service Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 2.7(b). Any costs and expenses incurred by any Party or any exclusive remedy of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Service Provider to perform or cause to be performed (i) any Service (other than an Additional Service) shall be split between the Service Provider and the Service Recipient in accordance with such Parties’ respective utilization of the applicable Service at such time (except with respect to fees imposed by Third Parties to allow joint participation the performance of Services by the Service Provider and the Service Recipient Provider’s liabilities under information technology contracts and licensesthis Section 2.6(c) are subject to the liability cap set forth in Section 2.6(f); provided, which fees shall be split equally between that in the event the Service Provider and defaults in the Service Recipient) and manner described in clause (ii) any Additional Service shall be solely the responsibility of the Service Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent or the performance of such Service by the Service Provider would continue to constitute a violation of applicable LawsSection 7.1, the Service Provider Recipient shall use commercially reasonable efforts have the further rights set forth in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 2.7 that would apply absent the exception provided for in the first sentence of this Section 2.7(b)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 (including pursuant to Section 2.4(c)(iii))Agreement, the Service Provider shall not be liable to the Service Recipient for any breach of any agreement by a Third Party Provider or any failure, delay or other problem in connection with the Services caused by the act or omission of a Third Party Provider; provided, that the Service Provider shall use commercially reasonable efforts to exercise and enforce its rights and remedies (if any) against the Third Party Provider such that the failure, delay or other problem is remedied as soon as reasonably practicable and its impact on the Services and minimized, and if the Service Provider is unable to do so shall use its commercially reasonable efforts to make alternative arrangements to provide the affected Services in compliance with this Agreement. (d) 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 effect 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 terms of such prioritization, and will use commercially reasonable efforts to minimize the duration and impact of such delaysagreements. (e) Neither The Parties recognize that some of the Services are being provided by the Service Provider nor any member in conjunction with the Employees (as such term is defined in the Employee Matters Agreement) of the Service Provider Group shall be required to perform or to cause to be performed any of Recipient Group. To the Services for the benefit of any Third Party or any other Person other than extent that the Service Recipient or other members 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. (f) EXCEPT AS EXPRESSLY PROVIDED SET FORTH IN THIS SECTION 2.72.6, EACH PARTY ACKNOWLEDGES NO REPRESENTATIONS, WARRANTIES OR 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 SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER 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 AGREESDISCLAIMED. EXCEPT AS SET FORTH IN THIS SECTION 2.6, SERVICE RECIPIENT (ON ITS OWN BEHALF AND ON BEHALF OF ITS EACH OTHER MEMBER OF THE SERVICE RECIPIENT GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT SERVICE RECIPIENT OR ANY MEMBER OF THE SERVICE RECIPIENT GROUP MEMBERS 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 SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND ITS AND THEIR REPRESENTATIVESWHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASISUNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SERVICE PROVIDER SHALL BE RESPONSIBLE FOR, AND SHALL DEFEND AND INDEMNIFY SERVICE RECIPIENT ASSUMES ALL RISK GROUP FROM AND LIABILITY ARISING FROM AGAINST, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SERVICE PROVIDER OR RELATING TO ITS USE ANY MEMBER OF AND RELIANCE UPON THE SERVICES, AND THAT THE SERVICE PROVIDER MAKES GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO OTHER REPRESENTATIONS AND GRANTS NO WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, EVENT SHALL THE SERVICE PROVIDER GROUP BE LIABLE TO THE SERVICE RECIPIENT GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR AGGREGATE EXCEEDING THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESAGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE SERVICE RECIPIENT GROUP. (g) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

Standard of Performance; Limitation of Liability. (a) Subject Unless otherwise provided to Section 2.6the contrary in an Exhibit, the Service Provider shall perform all Services to be provided by hereunder shall be performed with the Service Provider in a manner that is based on its past practice same general degree of care, at the same general level and that is substantially similar in natureat the same general degree of accuracy and responsiveness, quality and timeliness to as when performed within the analogous services provided by Energizer or any of its Subsidiaries to Energizer or its applicable functional group or Subsidiary (including, solely for this purpose, SpinCo and its Subsidiaries) Huntsman organization prior to the Effective Time, and, if any such Services were not performed by Energizer or a Subsidiary prior to the Effective Time, then such Services shall be performed in a manner that is with substantially similar in nature, quality and timeliness to the manner in which as the Service Provider performs comparable services for itself and its GroupIPO. It is understood and agreed that the Service Provider is and the members of the Service Provider Group are not a professional provider providers of the types of services included in the Services and that the Service Provider personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder. (b) Nothing 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 shall require 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 the Service Provider or any member of the Service Provider Group fails to provide, or cause to be performed any Service to provided, the extent Services in accordance with the manner standard of such performance would constitute a violation of applicable Lawsservice set forth in Section 2.7(a), or any existing contract or agreement with a Third Party. If then at the Service Provider is or becomes aware of any potential violation on the part of the Service ProviderRecipient’s request, the Service Provider shall use commercially reasonable efforts to promptly send re-perform such Services as soon as reasonably practicable, with the same degree of care used in correcting a Notice failure of a similar service for itself, at no additional cost to the Service Recipient of any such potential violationRecipient. The Parties each agree to cooperate foregoing sets forth the sole and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Service Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 2.7(b). Any costs and expenses incurred by any Party or any exclusive remedy of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow the Service Provider to perform or cause to be performed (i) any Service (other than an Additional Service) shall be split between the Service Provider and the Service Recipient in accordance with such Parties’ respective utilization of the applicable Service at such time (except with respect to fees imposed by Third Parties to allow joint participation the performance of Services by the Service Provider and the Service Recipient Provider’s liabilities under information technology contracts and licensesthis Section 2.7(c) are subject to the liability cap set forth in Section 2.7(h); provided, which fees shall be split equally between that in the event the Service Provider and defaults in the Service Recipient) and manner described in clause (ii) any Additional Service shall be solely the responsibility of the Service Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent or the performance of such Service by the Service Provider would continue to constitute a violation of applicable LawsSection 7.1, the Service Provider Recipient shall use commercially reasonable efforts have the further rights set forth in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 2.7 that would apply absent the exception provided for in the first sentence of this Section 2.7(b)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 (including pursuant to Section 2.4(c)(iii))Agreement, the Service Provider shall not be liable to the Service Recipient for any breach of any agreement by a Third Party Provider or any failure, delay or other problem in connection with the Services caused by the act or omission of a Third Party Provider; provided, provided that the Service Provider shall use commercially reasonable efforts to exercise and enforce its rights and remedies (if any) against the Third Party Provider such that the failure, delay or other problem is remedied as soon as reasonably practicable and its impact on the Services and minimized, and if the Service Provider is unable to do so shall use its commercially reasonable efforts to make alternative arrangements to provide the affected Services in compliance with this Agreement. (d) 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 effect 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 terms of such prioritization, and will use commercially reasonable efforts to minimize the duration and impact of such delaysagreements. (e) Neither 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 nor any member in conjunction with the employees of the Service Provider Group shall be required to perform or to cause to be performed any of Recipient Group. To the Services for the benefit of any Third Party or any other Person other than extent that the Service Recipient or other members 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. (fg) 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 PROVIDED SET FORTH IN THIS SECTION 2.7, EACH PARTY ACKNOWLEDGES NO REPRESENTATIONS, WARRANTIES OR 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 ANY SERVICE PROVIDER PROVIDING SERVICES UNDER THIS AGREEMENT OR ANY MEMBER OF THE 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 AGREESDISCLAIMED. EXCEPT AS SET FORTH IN THIS SECTION 2.7, ANY SERVICE RECIPIENT UNDER THIS AGREEMENT (ON ITS OWN BEHALF AND ON BEHALF OF ITS EACH OTHER MEMBER OF THE SERVICE RECIPIENT GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT SUCH SERVICE RECIPIENT OR ANY MEMBER OF THE SERVICE RECIPIENT GROUP MEMBERS 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 SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SERVICE PROVIDER OR ANY MEMBER OF THE SERVICE PROVIDER GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND ITS AND THEIR REPRESENTATIVESWHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASISUNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SERVICE PROVIDER SHALL BE RESPONSIBLE FOR, AND SHALL DEFEND AND INDEMNIFY SERVICE RECIPIENT ASSUMES ALL RISK GROUP FROM AND LIABILITY ARISING FROM AGAINST, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SERVICE PROVIDER OR RELATING TO ITS USE ANY MEMBER OF AND RELIANCE UPON THE SERVICES, AND THAT THE SERVICE PROVIDER MAKES GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO OTHER REPRESENTATIONS AND GRANTS NO WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, EVENT SHALL THE SERVICE PROVIDER GROUP BE LIABLE TO THE SERVICE RECIPIENT GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION OR AGGREGATE EXCEEDING THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIESAGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE SERVICE RECIPIENT GROUP. (g) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.