Common use of Warranties and Limitations of Liability Clause in Contracts

Warranties and Limitations of Liability. 7.1 Each party represents and warrants to the other as follows: 7.1.1 It has the requisite corporate right, power and authority to enter into and perform this Agreement. 7.1.2 The execution, delivery and performance of this Agreement by it will not (i) result in the breach of, constitute a default under or interfere with any contract or other instrument or obligation, whether written or oral, to which it is currently bound, or (ii) violate any writ, order, injunction, decree, or any law, statute, rule or regulation applicable to it. 7.1.3 It shall, to its knowledge following reasonable inquiry, comply in all material respects with all applicable laws, rules, regulations and other governmental requirements relating to or affecting its performance under this Agreement, and shall obtain and maintain all governmental permits, licenses and consents required in connection therewith. 7.2 UDC represents and warrants as follows: 7.2.1 It owns or has, and shall retain, sufficient rights in the UDC Proprietary Materials for Chemicals to grant the licenses, sublicenses, and rights granted to PPG hereunder. 7.2.2 It is unaware of any alleged invalidity of the UDC Chemical Patents licensed to PPG hereunder and it will immediately notify PPG in writing of its receipt of any written notices to the contrary. 7.2.3 PPG represents and warrants that it has or will have sufficient rights to assign to UDC the Developed Technology conceived, created, made or reduced to practice by the Development Team, pursuant to Section 5.1 of this Agreement. 7.3 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. 7.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS OR GOODWILL) IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.5 PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UDC CHEMICAL PATENTS. PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE. PRINCETON UNIVERSITY AND USC MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties and Limitations of Liability. 7.1 10.1 Each party represents and warrants to the other as follows: 7.1.1 10.1.1 It has the requisite corporate right, power and authority to enter into and perform this Agreement. 7.1.2 10.1.2 The execution, delivery and performance of this Agreement by it will not (i) result in the breach of, constitute a default under or interfere with any contract or other instrument or obligation, whether written or oral, to which it is currently bound, or (ii) violate any writ, order, injunction, decree, or any law, statute, rule or regulation applicable to it. 7.1.3 10.1.3 It shall, to its knowledge following reasonable inquiry, comply in all material respects with all applicable laws, rules, regulations and other governmental requirements relating to or affecting its performance under this Agreement, and shall obtain and maintain all governmental permits, licenses and consents required in connection therewith. 7.2 10.2 UDC represents and warrants as follows: 7.2.1 10.2.1 It owns or has, and shall retain, sufficient rights in the UDC Proprietary Materials for Chemicals to grant the licenses, sublicenses, sublicenses and rights granted to PPG hereunder. 7.2.2 10.2.2 It is unaware of any alleged invalidity of the UDC Chemical Patents licensed to PPG hereunder and it will immediately notify PPG in writing of its receipt of any written notices to the contrary. 7.2.3 10.3 PPG represents and warrants that it has or will have sufficient rights to assign all UDC Improvements to UDC the Developed Technology conceived, created, made or reduced to practice by the Development TeamUDC, pursuant to Section 5.1 9.6 of this Agreement. 7.3 10.4 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. 7.4 10.5 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS OR GOODWILL) IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.5 10.6 PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UDC CHEMICAL PATENTS. PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE. PRINCETON UNIVERSITY AND USC MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties and Limitations of Liability. 7.1 Each Specific Disclaimers. Nothing in this Agreement is or shall be construed as: A warranty or representation by either party represents and warrants as to the validity or scope of any patent or patent application; or A warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted, technology transferred, or know-how provided in this Agreement is or will be free from infringement of patents, copyrights, and other as follows: 7.1.1 It has the requisite corporate rightrights of third parties; or A requirement that either party file any patent application, power and authority to enter into and perform secure any patent, continue prosecution of any patent or maintain any patent in force; including any patent and/or patent applications that may be licensed in this Agreement. 7.1.2 The execution; or An obligation by LICENSOR to bring or prosecute actions or suits against third parties for infringement of any patents; or, delivery and performance of this Agreement by it will not (i) result An obligation to furnish any technical assistance or information or any information concerning pending patent applications; or, Conferring any right to use in the breach ofadvertising, constitute a default under or interfere with any contract or other instrument or obligation, whether written or oral, to which it is currently boundpublicity, or (ii) violate otherwise any writ, order, injunction, decree, trademark or any law, statute, rule or regulation applicable to it. 7.1.3 It shall, to its knowledge following reasonable inquiry, comply in all material respects with all applicable laws, rules, regulations and other governmental requirements relating to or affecting its performance under this Agreement, and shall obtain and maintain all governmental permits, licenses and consents required in connection therewith. 7.2 UDC represents and warrants as follows: 7.2.1 It owns or has, and shall retain, sufficient rights in the UDC Proprietary Materials for Chemicals to grant the licenses, sublicenses, and rights granted to PPG hereunder. 7.2.2 It is unaware trade name of any alleged invalidity entity; or Any warranty or representation that the experimental services provided is free of the UDC Chemical Patents licensed to PPG hereunder and it will immediately notify PPG in writing of its receipt of any written notices to the contrary. 7.2.3 PPG represents and warrants that it has inaccuracies or will have sufficient rights to assign to UDC the Developed Technology conceivedomissions. General Disclaimer. ALL DELIVERABLES, createdMATERIALS, made or reduced to practice by the Development TeamSERVICES, pursuant to Section 5.1 of this Agreement. 7.3 EXCEPT FOR THE EXPRESS TANGIBLE AND INTANGIBLE INFORMATION SUPPLIED BY LICENSOR TO LICENSEE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES CONTAINED IN THIS AGREEMENTOF ANY KIND, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER, EITHER EXPRESS OR IMPLIED, INCLUDINGNOR ASSUMES ANY REPOSNIBILITIES WHATEVER WITH RESPECT TO THE COMMERCIAL SUCCESS, WITHOUT LIMITATIONUSE, SALE LEASE, OR OTHER DISPOSITION BY OR FOR LICENSEE OR ITS VENDORS OR TRANSFEREES OF LICENSED TECHNOLOGY, PATENTS, KNOWHOW OR PRODUCTS. LICENSEE ACKNOWLEDGES THAT THE IMPLIED DELIVERABLES, SERVICES, INFORMATION AND MATERIALS PROVIDED IN THE SERVICE PROVIDED ARE EXPERIMENTAL IN NATURE, AND THAT THE RESULTS CANNOT BE PREDICTED WITH ANY DEGREE OF CERTAINTY. THUS LICENSOR ALSO MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF TITLEANY KIND, NON-INFRINGEMENTEITHER EXPRESS OR IMPLIED, NOR ASSUMES ANY RESPONSIBILITIES WHATEVER WITH RESPECT TO THE RESULTS AND DELIVERABLES. LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. 7.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS OR GOODWILL) IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.5 PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UDC CHEMICAL PATENTS. PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE. PRINCETON UNIVERSITY AND USC MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PARITUCLAR PURPOSE.

Warranties and Limitations of Liability. 7.1 Each party represents and warrants to the other as follows: 7.1.1 It has the requisite corporate right10.1. THE SOFTWARE IS PROVIDED “AS IS”. CORSIGHT DISCLAIMS ANY AND ALL WARRANTIES, power and authority to enter into and perform this Agreement. 7.1.2 The executionREPRESENTATIONS, delivery and performance of this Agreement by it will not (i) result in the breach of, constitute a default under or interfere with any contract or other instrument or obligation, whether written or oral, to which it is currently bound, or (ii) violate any writ, order, injunction, decree, or any law, statute, rule or regulation applicable to it. 7.1.3 It shall, to its knowledge following reasonable inquiry, comply in all material respects with all applicable laws, rules, regulations and other governmental requirements relating to or affecting its performance under this Agreement, and shall obtain and maintain all governmental permits, licenses and consents required in connection therewith. 7.2 UDC represents and warrants as follows: 7.2.1 It owns or has, and shall retain, sufficient rights in the UDC Proprietary Materials for Chemicals to grant the licenses, sublicenses, and rights granted to PPG hereunder. 7.2.2 It is unaware of any alleged invalidity of the UDC Chemical Patents licensed to PPG hereunder and it will immediately notify PPG in writing of its receipt of any written notices to the contrary. 7.2.3 PPG represents and warrants that it has or will have sufficient rights to assign to UDC the Developed Technology conceived, created, made or reduced to practice by the Development Team, pursuant to Section 5.1 of this Agreement. 7.3 EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES AND CONDITIONS RELATING TO THE OTHERSOFTWARE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDARISING BY CUSTOM OR TRADE USAGE, OR FROM A COURSE OF DEALING INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, THE IMPLIED WARRANTIES ANY REPRESENTATION, WARRANTY, OR CONDITION OF TITLEMERCHANTABILITY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMEDNO INFORMATION OR ADVICE GIVEN BY CORSIGHT OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. 7.4 10.2. Without derogating from the foregoing, upon delivery of the Software, and for a period of 12 months thereafter (the “Warranty Period”), the Authorized Representative undertakes that the Software shall operate substantially in accordance with its specifications; provided however, that your sole remedy in respect of such warranty is that, during the Warranty Period, the Authorized Representative will repair or replace the Software free of charge. The warranties and obligations specified in this section shall not apply in the event that the Software is altered, modified or adjusted in any manner by you, or a third party not under the Authorized Representative's responsibility and control. 10.3. You agree that the form and nature of the Software that Corsight provides may change without prior notice to you and that future versions of the Software may be incompatible with applications developed on previous versions of the Software. You agree that Corsight may stop (permanently or temporarily) providing the Software (or any features within the Software) to you or to users generally, at Corsight's sole discretion, without prior notice to you. 10.4. IN NO EVENT SHALL EITHER PARTY CORSIGHT OR ANYONE ON ITS BEHALF BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (KIND, INCLUDING LOST WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OR DAMAGES TO GOODWILL) , IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE CAUSE AND WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACTARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORTTORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER THEORYOTHERWISE, EVEN IF SUCH PARTY CORSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL CORSIGHT'S TOTAL AND AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED US$ 100. YOU AND CORSIGHT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 7.5 PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UDC CHEMICAL PATENTS10.5. PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE. PRINCETON UNIVERSITY AND USC MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.In the event you are unable to use Software as a result of any claim the Software infringes, misappropriates, or otherwise violates any intellectual property, proprietary, privacy or other right of any third party or any applicable laws, rules or regulations, Corsight shall, at its sole discretion and as your sole and exclusive remedy, either: (i) procure a license for your continued use of the Software in accordance with this Agreement; (ii) substitute the Software with a substantially functionally similar software; or

Warranties and Limitations of Liability. 7.1 Each party represents and 8.1 Prodigy warrants to PC Manufacturer that the other Software, as follows: 7.1.1 It delivered to PC Manufacturer on the Master Disk(s), will operate in conformity with Prodigy's published specifications when properly installed and configured on a personal computer system approved by Prodigy hereunder; that the Master Disk(s) will be free from defects in material and workmanship; and that Prodigy has the requisite corporate right, full right and power and authority to enter into this Agreement and perform this Agreementgrant PC Manufacturer the License hereunder. 7.1.2 The execution8.2 PC Manufacturer may reject and return for replacement, delivery at Prodigy's expense and performance of this Agreement by it will not risk, any Master Disk that fails to meet the warranty set forth in Section 8.1 hereof. To be eligible for replacement, PC Manufacturer must: (i) result notify Prodigy of such failure within ten (10) days of its discovery by PC Manufacturer. Prodigy will pay the shipping, freight and insurance charges for PC Manufacturer's return of the Master Disk and the replacement. This Section 8.2 states PC Manufacturer's exclusive remedy for breach of the warranty set forth in the breach of, constitute a default under or interfere with any contract or other instrument or obligation, whether written or oral, to which it is currently bound, or (ii) violate any writ, order, injunction, decree, or any law, statute, rule or regulation applicable to itSection 8.1 hereof. 7.1.3 It shall, to its knowledge following reasonable inquiry, comply in all material respects with all applicable laws, rules, regulations and other governmental requirements relating to or affecting its performance under this Agreement, and shall obtain and maintain all governmental permits, licenses and consents required in connection therewith. 7.2 UDC represents and warrants as follows: 7.2.1 It owns or has, and shall retain, sufficient rights in the UDC Proprietary Materials for Chemicals to grant the licenses, sublicenses, and rights granted to PPG hereunder. 7.2.2 It is unaware of any alleged invalidity of the UDC Chemical Patents licensed to PPG hereunder and it will immediately notify PPG in writing of its receipt of any written notices to the contrary. 7.2.3 PPG represents and warrants that it has or will have sufficient rights to assign to UDC the Developed Technology conceived, created, made or reduced to practice by the Development Team, pursuant to Section 5.1 of this Agreement. 7.3 EXCEPT FOR 8.3 THE EXPRESS WARRANTIES CONTAINED SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR SECTION 8 ARE IN LIEU OF ALL OTHER WARRANTIES TO THE OTHEROF EITHER PARTY, EXPRESS OR IMPLIED, INCLUDING, . WITHOUT LIMITATION, THE PRODIGY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. 7.4 IN NO EVENT SHALL EITHER NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIALINCIDENTAL, INDIRECT, PUNITIVE CONSEQUENTIAL OR CONSEQUENTIAL SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITSKIND, BUSINESS OR GOODWILL) IN CONNECTION WITH THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT OR ANY MATTER COVERED BY THIS AGREEMENTOTHER LEGAL THEORY, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 7.5 PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UDC CHEMICAL PATENTS. PRINCETON UNIVERSITY AND USC MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE. PRINCETON UNIVERSITY AND USC MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE8.4 Each party warrants that (i) it has the full right and authority to perform, and will abide by all laws, regulations, and other legal guidelines in performing its obligations under this Agreement; and (ii) PC Manufacturer shall duplicate and install the Software from the Master Disk(s) onto hard disks under this Agreement in a manner consistent with accepted industry standards for hard disk installations, so that the Software functions properly for each Package sold or otherwise distributed. 8.5 Neither party hereto shall be liable to the other for damages of any kind, including incidental, consequential or special damages on account of termination of this Agreement for any reason whatsoever; provided, however, that such termination shall not affect any claim, demand, liability or right of either party arising under this Agreement prior to termination, or arising in any manner after termination in connection with the sale or distribution by PC Manufacturer of its remaining inventory of Packages.