AN INTERNAL CONTROL PROCESS DESIGNED TO PREVENT AND TIMELY
DETECT UNAUTHORIZED ACQUISITION, USE OR DISPOSITION OF PARENT'S ASSETS,
(II) ASSIST PARENT IN ACHIEVING ITS OBJECTIVES OF MAINTAINING (A) EFFECTIVENESS
AND EFFICIENCY OF ITS OPERATIONS, (B) RELIABILITY OF FINANCIAL REPORTING AND
(C) COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, (III) PROVIDE PARENT AND
ITS REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ITS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, REASONABLE ACCESS TO MONITOR, EVALUATE AND TEST BUYER'S
CONTROL SYSTEMS FOR THE LIMITED PURPOSE OF ASSESSING THE STATUS OF THE ITEMS IN
CLAUSES (A)-(C) ABOVE, AND (IV) GENERALLY SUPPORT PARENT'S MANAGEMENT'S AND
PARENT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S PERIODIC ASSESSMENTS
THAT PARENT AND ITS SUBSIDIARIES MAINTAIN EFFECTIVE INTERNAL CONTROL OVER
FINANCIAL REPORTING; PROVIDED, HOWEVER, THAT, TO THE EXTENT BUYER INCURS, IN
CONNECTION WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS SECTION 4(G), ANY
INCREMENTAL, INFORMATION TECHNOLOGY OR OTHER COSTS, SELLER WILL PROMPTLY
REIMBURSE BUYER FOR SUCH COSTS UPON BUYER'S DEMAND THEREFOR.
5.
STANDARD OF PERFORMANCE; DISCLAIMERS;
LIMITATION OF THE PARTIES' LIABILITY.
(A)
EACH PARTY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO PROVIDE OR CAUSE TO BE PROVIDED THE SUPPORT SERVICES THAT IT IS
REQUIRED TO PROVIDE WITH THE SAME DEGREE OF CARE, SKILL AND PRUDENCE CUSTOMARILY
EXERCISED BY IT FOR ITS OWN OPERATIONS, AND SHALL COMPLY WITH ALL APPLICABLE
LEGAL REQUIREMENTS. EACH PARTY ACKNOWLEDGES, HOWEVER, THAT NEITHER PARTY NOR ANY
OF ITS AFFILIATES IS IN THE BUSINESS OF PROVIDING THE SUPPORT SERVICES AND THAT
SUCH SUPPORT SERVICES ARE PROVIDED SOLELY AS AN ACCOMMODATION AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENTS. EXCEPT IN MATTERS
INVOLVING WILFULL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S SOLE AND
EXCLUSIVE REMEDY AND SOLE AND EXCLUSIVE LIABILITY FOR ANY DEFECT OR ERROR IN
SUPPORT SERVICES PROVIDED TO IT SHALL BE EITHER (I) THE REPERFORMANCE OF SUCH
SUPPORT SERVICES AT NO CHARGE, OR (II) THE REIMBURSEMENT OF AMOUNTS PAID BY THE
RECIPIENT OF SUCH SUPPORT SERVICES.
6
(B)
NO PARTY MAKES ANY REPRESENTATION OR WARRANTY AS
TO THE RESULTS OF ANY SUPPORT SERVICES PROVIDED BY IT OR ITS AFFILIATES
HEREUNDER AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO ITS OR ITS AFFILIATES
PERFORMANCE HEREUNDER, EXCEPT AS EXPRESSLY SET FORTH HEREIN. EACH PARTY
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, QUALITY,
ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE.
(C)
EXCEPT FOR THE OBLIGATIONS SET FORTH IN
SECTION 5(A) AND EXCEPT FOR DAMAGES ARISING FROM WILFULL MISCONDUCT OR GROSS
NEGLIGENCE, NEITHER THE PARTIES NOR THEIR AFFILIATES SHALL BE LIABLE TO EACH
OTHER OR ANYONE ACTING BY, THROUGH OR UNDER THE OTHER PARTY, UNDER ANY LEGAL
THEORY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, STRICT LIABILITY,
NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY), FOR EXEMPLARY, SPECIAL,
PUNITIVE, INDIRECT, REMOTE, SPECULATIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR RELATING TO PERFORMANCE OR NONPERFORMANCE OF SUPPORT SERVICES (EXCEPT TO THE
EXTENT ANY SUCH PERSON SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN
CONNECTION WITH A THIRD PARTY CLAIM, IN WHICH EVENT SUCH DAMAGES SHALL BE
RECOVERABLE).
6.