NATIONAL ORIGIN,
DISABILITY OR OTHER PROTECTED STATUS AS DEFINED BY APPLICABLE LAW IN THE
RECRUITMENT, SELECTION, TRAINING, UTILIZATION, PROMOTION, TERMINATION OR OTHER
EMPLOYMENT RELATED ACTIVITIES OF THE LEASED EMPLOYEES.
BUYERS AND ITS
AFFILIATES WILL NOT BE RESPONSIBLE FOR MONITORING SELLERS' COMPLIANCE WITH ANY
APPLICABLE LAWS.
SELLERS OTHERWISE PROVIDE THE EMPLOYEE SERVICES AND THE
TRANSITION SERVICES WITHOUT ANY WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIM
ALL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS
4
FOR ANY PARTICULAR PURPOSE, AND WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
DEALING, OR COURSE OF PERFORMANCE.
7. Liability.
SELLERS SHALL ONLY BE LIABLE FOR LOSSES CAUSED TO BUYER ARISING
FROM THE FAILURE TO OBSERVE THE TERMS OF THIS AGREEMENT OR AS A RESULT OF
WILLFUL MISCONDUCT OR ACTS OF NEGLIGENCE ON THE PART OF SELLERS.
THIS AGREEMENT
IS ENTERED INTO ON THE EXPRESS CONDITION THAT EXCEPT FOR ITS NEGLIGENCE, WILLFUL
MISCONDUCT OR BREACH OF THIS AGREEMENT, SELLERS SHALL NOT BE LIABLE FOR, OR
SUFFER LOSS BY REASON OF, INJURY OR DEATH TO PERSON OR PROPERTY, FROM WHATEVER
CAUSE, WHICH IN ANY WAY MAY BE CONNECTED WITH THE USE, CONDITION OR OCCUPANCY OF
ANY PREMISES OWNED, LEASED OR OCCUPIED BY SELLERS OR THEIR AFFILIATES OR ANY
PERSONAL PROPERTY LOCATED ON THE PREMISES OWNED, LEASED OR OCCUPIED BY SELLERS
OR THEIR AFFILIATES, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR INJURY TO
ANY LEASED EMPLOYEE OR THE PERSON OR PROPERTY OF PURCHASER AND ITS
RESPECTIVE AGENTS, OFFICERS, EMPLOYEES, INVITEES, OR ANY OTHER PERSON.
SELLERS
SHALL NOT UNDER ANY CIRCUMSTANCES BE RESPONSIBLE FOR ANY EXEMPLARY OR PUNITIVE
DAMAGES OR LOSSES ARISING OUT OF OR RELATED IN ANY WAY TO THE TRANSITION
SERVICES OR ANY MATTER RELATED TO THIS AGREEMENT.
UNDER NO CIRCUMSTANCES SHALL
SELLER'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS
AGREEMENT REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM
IS BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, EXCEED ONE MILLION
UNITED STATES DOLLARS (US $1,000,000.00) (DETERMINED AS OF THE DATE OF ANY FINAL
JUDGMENT IN SUCH ACTION), AND PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD SELLERS
AND THEIR AFFILIATES HARMLESS FOR ANY SUCH LOSSES THAT THEY MAY INCUR IN EXCESS
OF ONE MILLION UNITED STATES DOLLARS (US $1,000,000.00).
IN ALL OF THEIR
CONTRACTUAL ARRANGEMENTS WITH THIRD PARTIES THAT ARE OR WILL BE AFFECTED BY THE
TRANSITION SERVICES OR THE EMPLOYEE SERVICES, BUYER SHALL REQUIRE SUCH THIRD
PARTY TO AGREE TO BE BOUND BY THIS CLAUSE. IF BUYER DOES NOT OBTAIN THIS
AGREEMENT FOR SELLERS' BENEFIT FOR ANY REASON, BUYER SHALL INDEMNIFY AND HOLD
SELLERS HARMLESS FROM ALL LIABILITY ARISING OUT OF CLAIMS MADE BY THE THIRD
PARTY IN EXCESS OF THE LIMITATIONS AND EXCLUSION OF THIS CLAUSE.
THIS SECTION 7
SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON.
8. Transportation of Purchased Assets and Equipment.
Upon termination of this
Agreement, Buyer shall be solely responsible and liable for the transportation
of all Purchased Assets and other equipment and property