INVOLVES
A CLAIM BY THE NTL GROUP FOR AN EVENT OF DEFAULT BY VEL, THEN VEL'S MAXIMUM
LIABILITY, IN AGGREGATE, IN RESPECT OF ANY AND ALL SUCH CLAIMS SHALL BE LIMITED
TO A SUM NOT EXCEEDING THIRTY MILLION POUNDS (£30,000,000).
8.8
THE MONETARY LIMITS OF LIABILITY SET OUT
IN CLAUSE 8.7 SHALL BE SUBJECT TO A 1% INCREASE ON EACH ANNIVERSARY OF THE
COMMENCEMENT DATE.
8.9
A FAILURE BY EITHER PARTY TO PERFORM ITS
OBLIGATIONS UNDER THIS DEED SHALL NOT BE TREATED AS AN EVENT OF DEFAULT IF AND
TO THE EXTENT SUCH FAILURE WAS CAUSED WHOLLY OR MAINLY BY THE OTHER PARTY'S
FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS DEED.
8.10
NOTHING IN THIS CLAUSE SHALL CONFER ANY RIGHT
OR REMEDY UPON A PARTY TO WHICH IT WOULD NOT OTHERWISE BE LEGALLY ENTITLED.
8.11
THE PARTIES EXPRESSLY AGREE THAT SHOULD ANY
LIMITATION OR EXCLUSION IN THIS CLAUSE 8 BE HELD TO BE INVALID OR VOID UNDER ANY
APPLICABLE STATUTE OR RULE OF LAW IT SHALL, TO THAT EXTENT, BE DEEMED OMITTED,
BUT IF ANY PARTY THEREBY BECOMES LIABLE FOR LOSS OR DAMAGE WHICH WOULD OTHERWISE
HAVE BEEN EXCLUDED, SUCH LIABILITY SHALL REMAIN SUBJECT TO THE OTHER LIMITATIONS
AND PROVISIONS SET OUT HEREIN.
8.12
THE PROVISIONS OF THIS CLAUSE SHALL CONTINUE
TO APPLY NOTWITHSTANDING THE TERMINATION OR EXPIRY OF THIS DEED FOR ANY REASON
WHATSOEVER.
8.13
SAVE FOR THOSE EXPRESSLY SET OUT IN THIS DEED,
ALL WARRANTIES, TERMS, CONDITIONS, UNDERTAKINGS AND OBLIGATIONS, WHETHER EXPRESS
OR IMPLIED, BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE
ARE EXCLUDED TO THE MAXIMUM EXTENT LEGALLY POSSIBLE.
9.
TERMINATION AND EFFECTS OF TERMINATION
9.1
THE DEED SHALL COMMENCE ON THE
COMMENCEMENT DATE AND SHALL CONTINUE FOR THE TERM UNLESS TERMINATED EARLIER IN
ACCORDANCE WITH THE TERMS OF THIS DEED. THIS DEED (AND ANY AUTHORISATIONS
GRANTED BY THE LICENSEE TO THIRD PARTIES PURSUANT TO CLAUSE
44
7.1(B)) SHALL EXPIRE AUTOMATICALLY WITHOUT NEED FOR FURTHER NOTICE ON EXPIRATION
OF THE TERM. THE LICENSEE SHALL BE ENTITLED TO RENEW THIS DEED FOLLOWING THE
TERM ON REASONABLE COMMERCIAL TERMS IN ACCORDANCE WITH SUB-CLAUSES 9.1(A) TO
(C) OF THIS CLAUSE 9.1. IF THE LICENSEE WISHES TO RENEW THIS DEED:
(A)
IT SHALL GIVE NOTICE IN WRITING AT LEAST TWELVE
(12) MONTHS PRIOR TO THE EXPIRY DATE OF ITS INTENTION TO RENEW;
(B)
THE PARTIES SHALL COMMENCE NEGOTIATION OF THE TERMS
FOR THE RENEWED AGREEMENT WITHIN THREE (3) MONTHS OF SUCH NOTICE AND SHALL
DEVOTE SUCH RESOURCE AS IS REQUIRED TO ENSURE THAT THE NEGOTIATION IS COMPLETED
AT LEAST SIX (6) MONTHS PRIOR TO THE ORIGINAL EXPIRY DATE (PROVIDED THAT IF THE
NEGOTIATIONS HAVE NOT BEEN COMPLETED PRIOR TO EXPIRY OF THE TERM THIS DEED WILL
TERMINATE AUTOMATICALLY); AND
(C)
THE PARTIES SHALL ACT REASONABLY AND IN GOOD FAITH
IN THE CONDUCT OF SUCH NEGOTIATION.
9.2
IN THE EVENT THAT VEL HAS REASONABLE AND
BONA FIDE GROUNDS TO BELIEVE THAT THE USE (OR LACK OF USE) OF THE MARKS BY ANY
MEMBER OF THE NTL