OF DATA.
EACH OF THE INVESTOR AND THE MANAGER SHALL OWN
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL DATA GENERATED ON ITS BEHALF BY THE
COMPANY IN THE PERFORMANCE OF THE SERVICES.
FROM TIME TO TIME AS REASONABLY
REQUESTED BY THE INVESTOR OR THE MANAGER AND UPON TERMINATION OR EXPIRATION OF
THIS AGREEMENT, THE COMPANY SHALL PROVIDE TO THE INVESTOR OR THE MANAGER, AS THE
CASE MAY BE, A COPY OF ALL DATA IN THE POSSESSION OF THE COMPANY THAT IS OWNED
BY THE INVESTOR OR THE MANAGER, AS APPLICABLE.
THE INVESTOR OR THE MANAGER
SHALL RETAIN OWNERSHIP OF ALL DATA OWNED BY THE INVESTOR OR THE MANAGER,
RESPECTIVELY, THAT IS PROCESSED OR STORED BY THE COMPANY AND THE PROCESSING
AND/OR STORAGE OF ANY SUCH DATA BY THE COMPANY SHALL NOT CREATE ANY OWNERSHIP
INTEREST THEREIN FOR THE COMPANY.
5.7
REPRESENTATIONS AND WARRANTIES.
THE COMPANY REPRESENTS AND
WARRANTS TO THE INVESTOR AND THE MANAGER (I) THAT THE COMPANY HAS THE REQUISITE
POWER AND AUTHORITY NECESSARY TO PERFORM THE SERVICES HEREUNDER, AND (II) THAT
THERE ARE NO MATERIAL AUTHORIZATIONS, CONSENTS OR APPROVALS REQUIRED TO BE
OBTAINED BY THE COMPANY TO PERFORM THE SERVICES HEREUNDER.
THE MANAGER
REPRESENTS AND WARRANTS TO THE COMPANY (I) THAT THE MANAGER HAS THE REQUISITE
POWER AND AUTHORITY NECESSARY TO ENTER INTO THIS AGREEMENT, AND (II) THAT THERE
ARE NO MATERIAL AUTHORIZATIONS, CONSENTS OR APPROVALS REQUIRED TO BE OBTAINED BY
THE MANAGER TO ENTER INTO THIS AGREEMENT.
5.8
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL THE COMPANY
OR ITS AFFILIATES BE LIABLE FOR ANY LOSSES OR DAMAGES IN CONNECTION WITH THIS
AGREEMENT, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, LOST TIME, LOST MONEY,
LOST PROFITS, OR GOODWILL, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF
THE CLAIM, EVEN IF THE COMPANY OR ITS AFFILIATE HAS BEEN APPRISED OF THE
POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN
OR PREVENTED, EXCEPT FOR ACTS OR OMISSIONS CONSTITUTING BAD FAITH, FRAUD,
WILLFUL MISCONDUCT OR GROSS NEGLIGENCE IN THE PERFORMANCE, OR RECKLESS
DISREGARD, OF THE OBLIGATIONS IN RESPECT OF PROVIDING THE SERVICES HEREUNDER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THAT THE COMPANY IS FOUND
TO HAVE ANY LIABILITY UNDER THIS AGREEMENT, THE COMPANY'S LIABILITY IS LIMITED
TO THE TOTAL AMOUNT OF FEES RECEIVED BY THE COMPANY.
5.9
INDEMNITY BY THE COMPANY.
THE COMPANY AGREES TO INDEMNIFY, PROTECT
AND HOLD HARMLESS THE INVESTOR AND THE MANAGER, ITS AFFILIATES, AND EACH OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS,
SHAREHOLDERS, PARTNERS AND REPRESENTATIVES (EACH, AN "INDEMNIFIED PARTY") FROM
AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, INJURIES, LIABILITIES, CLAIMS,
DEMANDS, PENALTIES, INTEREST AND CAUSES OF ACTION, INCLUDING REASONABLE
ATTORNEY'S AND EXPERT'S FEES AND COURT COSTS, IN CONNECTION WITH ANY THIRD PARTY
CLAIM ARISING FROM OR RELATING TO THE COMPANY'S FRAUD, GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT IN THE PERFORMANCE BY THE COMPANY OF THE SERVICES, AS
DETERMINED BY A COURT OF COMPETENT JURISDICTION.