respect to such Licensed Mark(s) or shall
terminate in its entirety if all of the Licensed Marks are so assigned,
effective as of the effective date of such assignment(s).
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7.3 Effect of Expiration or Termination.
Upon the expiration or any termination
of this Agreement, (a) all rights granted to Licensee and Licensee's Affiliates
shall revert to Licensor, (b) Licensee and Licensee's Affiliates shall refrain
from further use of or reference (whether direct or indirect) to any of the
Licensed Marks, except with the consent of Licensor in writing and in compliance
with any written instructions provided by Licensor with respect to such further
use or reference, (c) Licensee and Licensee's Affiliates shall have a period of
ninety (90) days within which to sell or otherwise dispose of any Products
existing as of the effective date of such expiration or termination of this
Agreement, subject to all of the terms and conditions of this Agreement, and (d)
Section 4.3, Section 5.1, Section 5.2, Section 5.3, Article VI, Section 7.3,
Article VIII, Article IX, Article X and Article XI will survive such termination
or expiration.
Notwithstanding the foregoing in this Section 7.3, subclauses
(a), (b) and (c) of this Section 7.3 shall not apply to any termination of this
Agreement pursuant to Section 7.2(b) above.
VIII. WARRANTY DISCLAIMER
THE PARTIES ACKNOWLEDGE AND AGREE THAT (a) THE LICENSED MARKS ARE LICENSED
"AS-IS" AND "WHERE-IS" AND (b) SUBJECT TO LICENSOR'S INDEMNIFICATION OBLIGATIONS
SET FORTH IN THE PROVISO IN THE LAST SENTENCE IN SECTION 4.5 ABOVE, LICENSEE AND
LICENSEE'S AFFILIATES ASSUME ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO
THEIR USE OF AND RELIANCE UPON THE LICENSED MARKS, AND LICENSOR MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT THERETO.
LICENSOR HEREBY EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSED MARKS,
WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD
TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
IX. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR
OTHERWISE, IN NO EVENT SHALL LICENSOR, LICENSEE OR ANY OF THEIR RESPECTIVE
AFFILIATES BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR ANY (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL
DAMAGES (PROVIDED THAT ANY LOSSES, DAMAGES OR LIABILITIES OF LICENSOR OR ANY OF
LICENSOR'S AFFILIATES ARISING OUT OF, BASED UPON OR RESULTING FROM THE
DEGRADATION OF ANY OF THE LICENSED MARKS, TO THE EXTENT SUCH DEGRADATION IS
CAUSED BY ANY ACTS OF, OR FAILURE TO ACT BY, LICENSEE OR ANY OF LICENSEE'S
AFFILIATES, SHALL BE CONSIDERED DIRECT DAMAGES) OR (b) LOST PROFITS OR LOST
BUSINESS, IN THE CASE OF EACH OF (a) AND (b), EVEN IF THE REMEDIES PROVIDED FOR
IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE AND EVEN IF LICENSOR OR
LICENSEE OR ANY OF THEIR RESPECTIVE AFFILIATES IS ADVISED OF THE POSSIBILITY OR
PROBABILITY OF SUCH DAMAGES.
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X. INDEMNIFICATION
10.1 Indemnification by