OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND
SERVICES ACT 1982.
8.5
SUBJECT TO CLAUSE 8.4, IN RESPECT OF ANY
CLAIM ARISING IN RESPECT OF AN EVENT OF DEFAULT ONLY (BUT NOT, FOR THE AVOIDANCE
OF DOUBT, IN RESPECT OF ANY INTELLECTUAL PROPERTY RIGHTS CLAIM PURSUANT TO
CLAUSE 8.6), NEITHER PARTY SHALL BE LIABLE TO THE OTHER IN RESPECT OF ANY EVENT
OF DEFAULT FOR:
(A)
ANY LOSS OR DAMAGE SUFFERED BY THE OTHER AS A
RESULT OF A CLAIM OR ACTION BROUGHT BY A THIRD PARTY (EXCEPT TO THE EXTENT THAT
SUCH PARTY IS ENTITLED TO RECOVER IN RESPECT OF SUCH A CLAIM OR ACTION UNDER ANY
EXPRESS TERM OF THIS DEED); OR
(B)
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR
DAMAGE, EVEN IF SUCH LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR SUCH PARTY HAD
BEEN ADVISED OF THE POSSIBILITY OF THE OTHER PARTY INCURRING THE SAME.
8.6
SUBJECT TO CLAUSE 8.7, VEL AGREES TO
INDEMNIFY AND HOLD HARMLESS THE LICENSEE FROM AND AGAINST ALL COSTS (INCLUDING
THE COSTS OF ENFORCEMENT, REASONABLE LEGAL COSTS, FEES AND EXPENSES AND VALUE
ADDED TAX), LIABILITIES, INJURIES, DIRECT, SPECIAL, INDIRECT AND CONSEQUENTIAL
LOSS AND EXPENSES, ACTIONS, PROCEEDINGS, CLAIMS, DEMANDS AND DAMAGES ARISING
DIRECTLY OR INDIRECTLY FROM A CLAIM OR THREATENED CLAIM BY A THIRD PARTY AGAINST
THE LICENSEE THAT ANY EXERCISE OF THE INTELLECTUAL PROPERTY RIGHTS LICENSED TO
IT UNDER THIS DEED INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY. THE BENEFIT OF THIS INDEMNITY SHALL, FOR THE AVOIDANCE OF DOUBT, EXTEND
TO CLAIMS MADE AGAINST THE NTL GROUP BY ANY OTHER VIRGIN COMPANY CONDUCTING
SIMILAR ACTIVITIES OUTSIDE THE TERRITORY IN RESPECT OF THE PROVISION BY THE NTL
GROUP OF THE LICENSED ACTIVITIES IN ACCORDANCE WITH THIS DEED.
8.7
SUBJECT TO CLAUSE 8.4, THE MAXIMUM
LIABILITY OF EACH PARTY DURING THE TERM, IN AGGREGATE, IN RESPECT OF:
(A)
ANY AND ALL EVENTS OF DEFAULT; AND/OR
(B)
ANY AND ALL CLAIMS PURSUANT TO CLAUSE 8.6 WHERE THEY
ARISE IN RESPECT OF USE BY
43
THE NTL GROUP OF THE NON-"VIRGIN" PART OF THE NAMES AND WHERE SUCH CLAIMS RELATE
PRIMARILY TO THE NON-"VIRGIN" PART OF THE NAMES (AND NOT PRIMARILY TO THE USE OF
THE VIRGIN MARKS OR THE NAME "VIRGIN" IN ASSOCIATION OR CONJUNCTION WITH THE
NON-"VIRGIN" PART OF THE NAMES),
SHALL BE LIMITED TO A SUM NOT EXCEEDING TWO HUNDRED MILLION POUNDS STERLING
(£200,000,000), SUBJECT TO THE FOLLOWING:
(I)
ANY CLAIM FOR INDEMNIFICATION PURSUANT
TO CLAUSE 8.6 IN RESPECT OF USE BY THE NTL GROUP OF THE VIRGIN MARKS AND/OR
WHERE THE CLAIM RELATES PRIMARILY TO THE USE OF THE VIRGIN MARKS OR THE NAME
"VIRGIN" IN ASSOCIATION OR CONJUNCTION WITH THE NON-"VIRGIN" PART OF THE NAMES
AND/OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS LICENSED UNDER THIS DEED SHALL BE
UNLIMITED; AND
(II)
WHERE ANY CLAIM ARISES IN RESPECT OF USE
BY THE NTL GROUP OF THE NAME "VISION" (IF THE NAMES INCLUDE "VIRGIN VISION"),
WHETHER SUCH CLAIM IS FOR INDEMNIFICATION PURSUANT TO CLAUSE 8.6 AND/OR