CAPACITY AS SERVICE RECIPIENT,
AGREES AND ACKNOWLEDGES THAT NOTWITHSTANDING ANY ASSISTANCE FROM THE SERVICE
PROVIDER IN CONNECTION WITH THE PREPARATION OF ANY OF THE SERVICE RECIPIENT'S
FINANCIAL STATEMENTS, THE SERVICE RECIPIENT SHALL HAVE SOLE
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RESPONSIBILITY AND CONTROL OF THE PREPARATION AND CONTENT OF ANY OF ITS
FINANCIAL STATEMENTS.
(f)
EACH SERVICE RECIPIENT ACKNOWLEDGES THAT (I) THE
SERVICES HEREUNDER ARE NOT GUARANTEED TO BE ERROR-FREE OR DISRUPTION-FREE AND
(II) EACH SERVICE PROVIDER IS NOT A COMMERCIAL PROVIDER OF THE SERVICES PROVIDED
HEREIN AND IS PROVIDING THE SERVICES AS AN ACCOMMODATION AND AT OR BELOW COST TO
SERVICE RECIPIENT PARTIES THROUGH MARCH 31, 2008 IN CONNECTION WITH THE
REORGANIZATION OR THE IPO; PROVIDED THAT AFTER MARCH 31, 2008, SERVICES ARE TO
BE COMPENSATED IN ACCORDANCE WITH THE FEES SET FORTH IN EXHIBIT A-6 TO EXHIBIT A
AND IN EXHIBIT B HERETO.
THE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN
INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.
Section 6.2
Disclaimer of Warranties.
EACH
PARTY MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES TO BE PROVIDED OR
RECEIVED BY IT OR OTHERWISE WITH RESPECT TO THIS AGREEMENT (INCLUDING ANY
SERVICES AGREEMENT).
Section 6.3
Limitation of Consequential
Damages.
NO MEMBER OF THE TRAVELPORT AFFILIATED GROUP OR THE OWW AFFILIATED
GROUP NOR ANY THIRD PARTY VENDOR HIRED BY ANY OF THE FOREGOING, NOR ANY
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ANY OF THE FOREGOING, SHALL UNDER ANY
CIRCUMSTANCES BE LIABLE TO ANY OTHER PARTY, SUCH OTHER PARTY'S RELATED PARTIES
OR ANY OTHER THIRD PARTIES FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE) RESULTING OR ARISING FROM THIS
AGREEMENT (INCLUDING ANY SERVICES AGREEMENT), INCLUDING THE SERVICES, ANY
PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR TERMINATION OF THE SERVICES
REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, IN TORT (INTENTIONAL
OR OTHERWISE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEPT TO THE EXTENT THAT
ANY SUCH DAMAGES ARE AN UNAFFILIATED THIRD PARTY CLAIMANT'S DAMAGES THAT ARE
WITHIN THE SCOPE OF INDEMNIFICATION PURSUANT TO SECTION 7.1 OF THIS AGREEMENT.
Section 6.4
Liability Cap.
(a)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
(INCLUDING ANY SERVICES AGREEMENT) TO THE CONTRARY, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY (INCLUDING ITS RELATED
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PARTIES) ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES AGREEMENT SHALL UNDER
NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY SERVICE RECIPIENT TO SERVICE
PROVIDER FOR SERVICES UNDER SUCH SERVICES AGREEMENT; PROVIDED THAT THIS SECTION
6.4 SHALL NOT LIMIT OR OTHERWISE APPLY TO SECTION 6.1(c) AND THE INDEMNIFICATION
PROVISIONS OF ARTICLE VI OF THE SEPARATION AGREEMENT; PROVIDED FURTHER A SERVICE
RECIPIENT'S OBLIGATION TO PAY THE APPLICABLE SERVICES FEES UNDER A SERVICES
AGREEMENT SHALL NOT COUNT TOWARD, AND SHALL NOT BE SUBJECT TO, THE FOREGOING
"LIABILITY CAP" IN THIS SECTION 6.4(a).
(b)
THE FOREGOING CAP IN SECTION 6.4(a) IS INTENDED TO
SET