Landlord under the Lease, and
all other rights and remedies provided at law or in equity, including without
limitation, termination of this Agreement and the license granted hereunder.
7. Indemnification and Limitation of Liability.
(a) Licensor's sole obligation for providing standby generators or any other
standby power equipment, other equipment, systems, furnishings or personal
property to the Shared Conference Facility, whether or not affixed to the
Building (collectively, "Equipment") shall be (i) to provide such Equipment as
is determined by Licensor in its sole and absolute discretion, and (ii) to
contract with a third party (determined by Licensor to be qualified) to maintain
the Equipment that is deemed by Licensor (in its reasonable professional
discretion) to need periodic maintenance per the manufacturer's standard
maintenance guidelines. Licensor shall have no obligation to provide Licensee
with operational Equipment, back-up Equipment or back-up utilities or to
supervise, oversee or confirm that the third party maintaining the Equipment is
maintaining the Equipment as per the manufacturer's standard guidelines or
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otherwise. During any period of replacement, repair or maintenance of the
Equipment when such Equipment is not operational, including any delays thereto
due to the inability to obtain parts or replacements, Licensor shall have no
obligation to provide Licensee with alternative or back-up Equipment or
alternative sources of utilities. Licensee expressly acknowledges and agrees
that Licensor does not guaranty that the Equipment will be operational at all
times, will function or perform adequately, or that emergency power will be
available to the Premises when needed, and Licensor shall not be liable for any
damages resulting from the failure of such Equipment. Licensee hereby releases
Licensor from and against any and all claims arising directly or indirectly out
of or relating to the Equipment, or the existence, use of failure thereof,
unless caused solely by the willful misconduct or gross negligence of Licensor.
The terms and provisions of this Section 7(a) shall survive the expiration or
earlier termination of this Agreement.
(b) NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN
LICENSOR AND LICENSEE TO THE CONTRARY: (i) LICENSOR SHALL NOT BE LIABLE TO
LICENSEE OR ANY OTHER PERSON FOR (AND LICENSEE AND EACH SUCH OTHER PERSON ASSUME
ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO PERSONAL
PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION, TRADE
FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS,
LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS,
ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION AND ANY AND ALL
INCOME DERIVED OR DERIVABLE THEREFROM; and (ii) THERE SHALL BE NO PERSONAL
RECOURSE TO LICENSOR FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES,
SHARED CONFERENCE FACILITY OR PROPERTY OR ARISING IN ANY WAY UNDER THIS LICENSE
AGREEMENT OR ANY OTHER AGREEMENT BETWEEN LICENSOR AND LICENSEE WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LICENSOR HEREUNDER SHALL BE
STRICTLY LIMITED SOLELY TO LICENSOR'S INTEREST IN THE PROPERTY OR ANY PROCEEDS
FROM SALE