to the
subject matter of this Agreement.
Section 7.6 Other Indemnities. For clarity, this Article VII is in addition to,
and not in limitation of, any indemnification provisions (including
indemnification provisions with respect to this Agreement) set forth in the
Purchase Agreement and any other Ancillary Agreement (as defined in the Purchase
Agreement).
Section 7.7Limitation on Liability.
(a)EXCEPT WITH RESPECT TO PRINCIPAL'S INDEMNIFICATION OBLIGATIONS SET FORTH IN
Section 7.1(A), IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO ANOTHER PARTY
FOR LOSS OF PROFIT, REVENUE OR OPPORTUNITY, DIMINUTION IN VALUE, LOSS OF
GOODWILL OR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE OR OTHER SPECIAL
DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY BREACH BY A PARTY IN THE
PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. FOR CLARITY, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TSA, THE NET ECONOMIC
BENEFIT AGREEMENT OR ANY OTHER INTERIM BUSINESS AGREEMENTS ENTERED INTO IN
CONNECTION WITH THE PURCHASE AGREEMENT, THE MAXIMUM TOTAL AGGREGATE LIABILITY OF
AGENT PARENT AND ITS AFFILIATES TO PRINCIPAL PARENT AND ITS AFFILIATES UNDER
THIS AGREEMENT, THE TSA, THE NET ECONOMIC BENEFIT AGREEMENT AND ALL OTHER
INTERIM BUSINESS AGREEMENTS ENTERED INTO IN CONNECTION WITH THE PURCHASE
AGREEMENT, ON A CUMULATIVE BASIS, SHALL NOT EXCEED FIFTEEN MILLION DOLLARS
($15,000,000).
(b) EXCEPT AS EXPRESSLY PROVIDED HEREIN OR AS PROVIDED IN AND SUBJECT TO THE
PURCHASE AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT (as defined in the Purchase
Agreement), [IMPORTER AND] AGENT MAKE[S] NO EXPRESS REPRESENTATIONS OR
WARRANTIES, AND NO REPRESENTATION OR WARRANTY SHALL BE IMPLIED UNDER THIS
AGREEMENT OR AT LAW, WITH RESPECT TO THIS AGREEMENT, THE SERVICES TO BE PROVIDED
UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF
ANY SOFTWARE OR HARDWARE PROVIDED OR USED HEREUNDER, AND ANY WARRANTIES ARISING
FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE AND ALL SUCH
REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
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ARTICLE VIII
TERMINATION
Section 8.1Term. This Agreement shall terminate upon the termination or
expiration of all corresponding Services in the TSA with respect to the
Territory.
Section 8.2Accrued Rights and Obligations. Termination of this Agreement shall
not affect a party's accrued rights and obligations as of the date of
termination.
Section 8.3Return of Property. As soon as reasonably practicable following the
termination of this Agreement, Principal shall promptly return to Agent any
property of Agent and its affiliates, and Agent shall promptly return to
Principal any property of Principal and its affiliates, used in connection with
the performance of each party's obligations under this Agreement.
Section 8.4Effect of Termination. Each party's rights and obligations will cease
immediately on termination of this Agreement, except that this ARTICLE VIII,
together with those Sections the survival of which is necessary for the
interpretation or enforcement of this Agreement, will survive termination of
this Agreement and will continue in full force and effect.
ARTICLE IX
MISCELLANEOUS
Section 9.1Entire Agreement; Conflicts. Subject to the following sentence, this
Agreement (including all Exhibits) shall constitute the