Common use of Warranties and Limitation of Liabilities Clause in Contracts

Warranties and Limitation of Liabilities. 7.1 Provided it complies with its development obligations pursuant to Section 2, no party shall be liable towards the other party in the case that the DEVELOPMENT WORK cannot be successfully completed. 7.2 The sole obligation of each party with respect to its INFORMATION and DEVELOPMENT RESULTS shall be to forward same to the other party as provided in this Agreement, and, to correct errors that might have occurred in this INFORMATION and DEVELOPMENT RESULTS without undue delay after such errors become known to the party which forwarded the relevant INFORMATION or DEVELOPMENT RESULTS. 7.3 THE WARRANTIES SET FORTH IN THIS SECTION 7 APPLY TO ALL INFORMATION AND DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES. 7.4 Warranties and liabilities regarding the delivery of the components of each party shall be governed by the contracts between each such party and the respective customer. 7.5 Should a customer forward a warranty or any liability claim - including product liability claims - to either party then such party shall be responsible for such claims only to the extent such claims relate to the components such party has delivered to the customer. Each party shall indemnify and hold the other party harmless from any claim, costs, expenses, and damages resulting from such claims if the claims relate to components delivered by the respective other party, provided however that the one party a) notifies the other party of such claim, dispute or proceeding without undue delay, b) does not admit liability on the claims, c) provides the other party with the sole authority -- as far as legally possible -- to defend and settle such claim, dispute, or proceeding with counsel of its choice (the other party may participate at its costs with counsel of its choice), and d) cooperates as reasonably requested by the other party. 7.6 Each party shall secure and maintain, for the useful life of the components delivered by it, a product liability insurance policy full coverage for product liability exposure (including negligence and strict liability) to third parties anywhere in the world for any defects whatsoever (such as design-, manufacture-, instruction defects) resulting from defects in the components supplied hereunder in the minimum of US [***]. At either party's request the other party shall prove compliance with the obligation to insure as herein stated. 7.7 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS USE OR OPERATION, INCLUDING BUT WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF INFORMATION AND DATA, LOST REVENUES, LOST PROFITS, COSTS OF CAPITAL, COSTS OF SUBSTITUTE PRODUCTS, FACILITIES, OR SERVICES, COSTS OF REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND DISSIMILAR LOSSES, COSTS AND DAMAGES. 7.8 The provisions of this Section 7. shall survive any termination of this Agreement.

Warranties and Limitation of Liabilities. 7.1 Provided it complies with its development obligations pursuant to the provisions of Section 22.4 above, no party shall be liable towards the other party in the case that the DEVELOPMENT WORK cannot be successfully completedcompleted as per Section 2.5. 7.2 The sole obligation of each party with respect to its INFORMATION and DEVELOPMENT RESULTS shall be to forward same to the other party as provided in this Agreement, and, to correct errors that might have occurred in this INFORMATION and DEVELOPMENT RESULTS without undue delay after such errors become known to the party which forwarded the relevant INFORMATION or DEVELOPMENT RESULTS. 7.3 THE WARRANTIES SET FORTH IN THIS SECTION 7 APPLY TO ALL INFORMATION AND DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES. 7.4 Warranties and liabilities regarding the delivery of the components of each party shall be governed by the contracts between each such party and the respective customer. 7.5 Should a customer forward a warranty or any liability claim - including product liability claims - to either party then such party shall be responsible for such claims only to the extent such claims relate to the components such party has delivered to the customer. Each party shall indemnify and hold the other party harmless from any claim, costs, expenses, and damages resulting from such claims if the claims relate to components delivered by the respective other party, provided however that the one party a) notifies the other party of such claim, dispute or proceeding without undue delay, , b) does not admit liability on the claims, , c) provides the other party with the sole authority -- - as far as legally possible -- - to defend and settle such claim, dispute, or proceeding with counsel of its choice (the other party may participate at its costs with counsel of its choice), and and d) cooperates as reasonably requested by the other party. 7.6 Each party shall secure and maintain, for the useful life of the components delivered by it, a product liability insurance policy providing full coverage for product liability exposure (including negligence and strict liability) to third parties anywhere in the world for any defects whatsoever (such as design-, manufacture-, instruction defects) resulting from defects in the components supplied hereunder in the minimum of US $ [***]. At either party's request the other party shall prove compliance with the obligation to insure as herein statedhereinstated. 7.7 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS USE OR OPERATION, INCLUDING BUT WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF INFORMATION AND DATA, LOST REVENUES, LOST PROFITS, COSTS OF CAPITAL, COSTS OF SUBSTITUTE [*** Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.] PRODUCTS, FACILITIES, OR SERVICES, COSTS OF REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND DISSIMILAR LOSSES, COSTS AND DAMAGES. 7.8 The provisions of this Section 7. shall survive any termination of this Agreement.

Warranties and Limitation of Liabilities. 7.1 Provided it complies (a) Pondurance warrants that the Managed Services shall operate substantially in accordance with its development obligations pursuant any applicable Service Contract. Any failure to Section 2, no party so operate that results solely from the actions or omissions within the control of Pondurance shall be liable towards the other party corrected by Pondurance. This Warranty shall not apply in the case event where: 1) such failure results from a correction, alteration or modification of the Managed Services not provided or expressly approved by Pondurance; or 2) the use of the Managed Services in a manner not in accordance with this Agreement; 3) the Managed Services are used with software or equipment other than that for which they were designed; or 4) problems relating to or residing in (A) third party items or services with which the DEVELOPMENT WORK canManaged Service are used; or (B) implementation not in accordance with Pondurance’s instructions. The correction of the non-conformity by Pondurance or a refund of the cost of six (6) months of the Managed Services shall be successfully completedClient’s sole and exclusive remedies for failure to meet this warranty. 7.2 The sole obligation of each party with respect to its INFORMATION and DEVELOPMENT RESULTS shall be to forward same to the other party as provided in this Agreement(b) PONDURANCE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MANAGED SERVICES WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THE OPERATION OF THE MANAGED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM OTHER PROGRAM LIMITATIONS, and, to correct errors that might have occurred in this INFORMATION and DEVELOPMENT RESULTS without undue delay after such errors become known to the party which forwarded the relevant INFORMATION or DEVELOPMENT RESULTSOTHER THAN THOSE WARRANTIES AND REPRESENTATIONS EXPLICITLY TO THIS ADDENDUM OR THE AGREEMENT. 7.3 THE WARRANTIES SET FORTH IN THIS SECTION 7 APPLY TO ALL INFORMATION AND DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES. 7.4 Warranties and liabilities regarding the delivery of the components of each party shall be governed by the contracts between each such party and the respective customer. 7.5 Should a customer forward a warranty or any liability claim - including product liability claims - to either party then such party shall be responsible for such claims only to the extent such claims relate to the components such party has delivered to the customer. Each party shall indemnify and hold the other party harmless from any claim, costs, expenses, and damages resulting from such claims if the claims relate to components delivered by the respective other party, provided however that the one party a) notifies the other party of such claim, dispute or proceeding without undue delay, b) does not admit liability on the claims, (c) provides the other party with the sole authority -- as far as legally possible -- to defend and settle such claimLimitation on Direct Damages. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, disputePONDURANCE’S TOTAL LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, or proceeding with counsel of its choice ARISING OUT OF A MANAGED SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY PONDURANCE’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE LESSER OF (the other party may participate at its costs with counsel of its choice)i) $25,000.00, and FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; OR (ii) THE PRICE PAID BY CLIENT TO PONDURANCE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM FOR THE SPECIFIC MANAGED SERVICES FROM WHICH SUCH CLAIM ARISES, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (i) ABOVE OR OTHERWISE EXCLUDED HEREUNDER (d) cooperates as reasonably requested by the other party. 7.6 Each party shall secure and maintainNo Indirect Damages. EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF PONDURANCE’S INTELLECTUAL PROPERTY RIGHTS, for the useful life of the components delivered by it, a product liability insurance policy full coverage for product liability exposure NEITHER CLIENT NOR PONDURANCE SHALL (including negligence and strict liabilityA) to third parties anywhere in the world for any defects whatsoever (such as design-, manufacture-, instruction defects) resulting from defects in the components supplied hereunder in the minimum of US [***]. At either party's request the other party shall prove compliance with the obligation to insure as herein stated. 7.7 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVEOR INDIRECT DAMAGES (INCLUDING, INDIRECT OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS USE OR OPERATION, INCLUDING BUT WITHOUT LIMITATION ANY LOSS OF USENOT LIMITED TO, LOSS OF INFORMATION AND DATAPROFITS, LOST REVENUES, LOST PROFITSDATA AND/OR USE), COSTS EVEN IF ADVISED OF CAPITAL, COSTS THE POSSIBILITY THEREOF; AND (B) BRING ANY CLAIM BASED ON A MANAGED SERVICES PROVIDED HEREUNDER MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF SUBSTITUTE PRODUCTS, FACILITIES, OR SERVICES, COSTS OF REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND DISSIMILAR LOSSES, COSTS AND DAMAGESACTION ACCRUES. 7.8 The provisions of this Section 7. shall survive any termination of this Agreement.

Warranties and Limitation of Liabilities. 7.1 Provided 6.1 TQS shall use its best commercially reasonable efforts to achieve the best result possible by making use of the latest state of science and technology known to it in the exercise of reasonable commercial diligence and of its INFORMATION and to the extent necessary, by using INFORMATION provided by Infineon. Within a warranty period of 12 months after acceptance of the DEVELOPMENT RESULTS by Infineon as per Section 2.8, above, defects which are claimed and described with reasonable specificity in writing by Infineon will be corrected immediately and free of charge by TQS. “Defects”, as used in this paragraph, shall mean any deviations from agreed-upon final specification. 6.2 Except as set forth in Section 6.1 above and provided it complies with its development obligations pursuant to the provisions of Section 22.11, above, no party shall be liable towards the other party in the case that the DEVELOPMENT WORK cannot be successfully completedcompleted as per Section 3.1, above. 7.2 6.3 The sole obligation of each party with respect to its INFORMATION and DEVELOPMENT RESULTS shall be to forward same to the other party as provided in this Agreement, and, to correct errors that might have occurred in this INFORMATION and DEVELOPMENT RESULTS without undue delay after such errors become known to the party which forwarded the relevant INFORMATION or DEVELOPMENT RESULTS. 7.3 INFORMATION. THE WARRANTIES SET FORTH IN THIS SECTION 7 6 APPLY TO ALL INFORMATION AND DEVELOPMENT RESULTS LICENSED OR KNOWINGLY DISCLOSED HEREUNDER AND ARE IN LIEU OF ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES. 7.4 Warranties 6.4 Any liability of a party with respect to death or injury to any person is subject to and liabilities regarding the delivery of the components of each party shall be governed by the contracts between each such provisions of the applicable law. Neither party and is, however, obliged to compensate for death or personal injury or loss of or damage to property of the respective customer. 7.5 Should a customer forward a warranty or any liability claim - including product liability claims - to either other party then such party shall be responsible for such claims only to the extent such claims relate to death, injury, loss or damage is covered by insurance(s) of the components affected party and such party has delivered to the customer. Each affected party shall indemnify and hold not be entitled to recover same from the other first party. 6.5 Neither party harmless from shall be liable for any claim, costs, expenses, and indirect or consequential damages resulting from such claims if of the claims relate to components delivered by the respective other party, provided however that the one party a) notifies the other party including indirect or consequential loss of profit or interest, under any legal cause whatsoever and on account of whatsoever reason, except where such claim, dispute or proceeding without undue delay, b) does not admit liability on the claims, c) provides the other party with the sole authority -- as far as legally possible -- to defend and settle such claim, dispute, or proceeding with counsel of its choice (the other party may participate at its costs with counsel of its choice), and d) cooperates as reasonably requested is mandatory by the other partyapplicable law. 7.6 Each 6.6 All rights granted in INFORMATION, DEVELOPMENT RESULTS and under BACKGROUND PATENTS are granted insofar only as the party shall secure and maintain, for granting same has the useful life of the components delivered by it, a product liability insurance policy full coverage for product liability exposure (including negligence and strict liability) right to grant without payment to third parties anywhere in the world for any defects whatsoever (such as design-, manufacture-, instruction defects) resulting from defects in the components supplied hereunder in the minimum of US [***]. At either party's request the other party shall prove compliance with the obligation to insure as herein statedparties. 7.7 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSIONS OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS USE OR OPERATION, INCLUDING BUT WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF INFORMATION AND DATA, LOST REVENUES, LOST PROFITS, COSTS OF CAPITAL, COSTS OF SUBSTITUTE PRODUCTS, FACILITIES, OR SERVICES, COSTS OF REPLACEMENT POWER, COST ASSOCIATED WITH DOWN TIME, AND ANY SIMILAR AND DISSIMILAR LOSSES, COSTS AND DAMAGES. 7.8 6.7 The provisions of this Section 7. 6 shall survive any termination of this Agreement.