Recipient to such Provider for such
Transition Services so that PPL bears the costs of such Energy Supply Assets,
Spin Transactions, Separation Costs, Shared Contracts and/or other items, in
each case in accordance with, and solely to the extent provided for in, the
Separation Agreement, the Transaction Agreement and/or the Employee Matters
Agreement.
ARTICLE III
DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
3.1 Disclaimers. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE TRANSITION
SERVICES AND ACCESS TO THE PARTIES' AND THEIR RESPECTIVE AFFILIATES' COMPUTER
AND OTHER SYSTEMS OR OTHER FACILITIES OR ASSETS ARE PROVIDED ON AN "AS IS"
BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES,
CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED. EXCEPT AS
OTHERWISE PROVIDED IN SECTION 3.3, THE PROVIDER'S SOLE AND EXCLUSIVE
RESPONSIBILITY TO THE RECIPIENT AND ITS AFFILIATES, AND THEIR SUCCESSORS AND
ASSIGNS, FOR ERRORS OR OMISSIONS IN THE TRANSITION SERVICES SHALL BE TO FURNISH
CORRECT INFORMATION OR RE-PERFORM THE RELEVANT SERVICES AT NO ADDITIONAL COST OR
EXPENSE UPON NOTICE OF SUCH ERROR OR OMISSION FROM THE RECIPIENT DURING THE
TERM.
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3.2 Limitation of Liability. NO PARTY NOR ANY STOCKHOLDER, OFFICER, DIRECTOR,
AGENT, OTHER REPRESENTATIVE, OR AFFILIATE THEREOF SHALL BE LIABLE TO ANY OTHER
PARTY, ANY STOCKHOLDER, OFFICER, DIRECTOR, AGENT, OTHER REPRESENTATIVE, OR
AFFILIATE THEREOF OR ANY OTHER THIRD PERSON FOR ANY SPECIAL, PUNITIVE,
EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OR LOST PROFITS, OR
LOSSES CALCULATED BY REFERENCE TO ANY MULTIPLE OF EARNINGS OR EARNINGS BEFORE
INTEREST, TAX, DEPRECIATION OR AMORTIZATION (OR ANY OTHER VALUATION METHODOLOGY)
WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND
WHETHER OR NOT ARISING FROM THE OTHER PARTY'S SOLE, JOINT OR CONCURRENT
NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, IN EACH CASE, ARISING IN CONNECTION
WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS RELATING TO THE TRANSITION
SERVICES, WHETHER LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR
OTHER FAULT FOR ANY MATTER RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT IF A PARTY IS HELD LIABLE TO A
THIRD PARTY FOR ANY OF SUCH DAMAGES AND THE OTHER PARTY IS OBLIGATED TO
INDEMNIFY SUCH PARTY FOR THE MATTER THAT GAVE RISE TO SUCH DAMAGES, THEN SUCH
INDEMNIFYING PARTY SHALL BE LIABLE FOR, AND OBLIGATED TO REIMBURSE THE OTHER
PARTY FOR, THE TOTAL AMOUNT OF SUCH DAMAGES HOWSOEVER CHARACTERIZED.
3.3 Indemnification. (a) Recipient will indemnify, defend and hold harmless
Provider and its Affiliates and their respective stockholders, members,
managers, officers, directors, agents and other representatives (collectively,
the "Provider Indemnitees") from any and all claims, demands, suits, losses,
liabilities, penalties, actions and damages("Claims") brought against such
Provider Indemnitees instituted by a third party directly arising out of or
resulting from the provision and use of Transition Services hereunder (other
than such Claims resulting from gross negligence or willful or intentional
misconduct on the part of Provider or its Affiliates under this Agreement).
(b) Energy Supply will indemnify, defend and