Disclaimer Limitations Clause Samples

Disclaimer Limitations. 10.1. LifeCell does not perform any medical Services, give any medical advice, or otherwise perform any Services other than those expressly indicated in this Agreement. It disclaims all other representations, guarantees, warranties or assurances express or implied. 10.2. LifeCell disclaims any responsibility to provide any other Services (except those specified in this Agreement) and third party service providers like Caregiver, Transporter, etc. shall have the respective responsibility for their services including any loss, harm, damage, delay in delivery, etc. 10.3. Client agrees that LifeCell's liability for any loss, harm, damage or claim of any kind in connection with this Agreement or Services provided by LifeCell and/or third party service providers shall be limited to the return of an amount equal to all fees paid by the Client to LifeCell or benefits available under the applicable LifeCell Client Benefit Programs as per Clause 8 (whichever is higher). However, for any act/s committed by LifeCell that are intentional and/or grossly negligent, this liability shall be subject to the discretion of the Court of Law.

Disclaimer Limitations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PRECEDING REPRESENTATIONS AND WARRANTIES ARE THE PARTIES’ ONLY REPRESENTATIONS AND WARRANTIES CONCERNING THE LAWSUIT AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED.

Disclaimer Limitations. 8.1 We shall not be liable for any direct, indirect, consequential or other damages whatsoever arising out of the use or misuse of the products purchased. AUGUST INDUSTRIAL SUPPLIES disclaims all warranties, whether express or implied, with regard to any and all parts and/or replacement parts supplied or software modules installed under this Contract including but not limited to all implied warranties of merchantability and fitness for a particular purpose.

Disclaimer Limitations. 1Limited Utilization

Disclaimer Limitations. The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

Disclaimer Limitations a. The Company does not make any, and expressly disclaims all, warranties other than as expressly made in this Section 14, whether oral or written, express or implied, or arising by usage of trade or course of dealing, including, without limitation, the warranties of merchantability and fitness for a particular purpose. The remedies set forth in this Section 14 shall be the sole and exclusive remedies of Distributor. b. The Parties understand that the Company has undertaken to purchase a foreign products liability insurance policy in the amount of $1,000,000 (the "Policy") on behalf of Distributor. However, Distributor understands that the Policy neither covers nor is the Company liable for economic, incidental, consequential, indirect, special, punitive or exemplary damages, whether claimed under contract, tort or any other legal theory, including, but not limited to, damages for loss of revenue or anticipated profit or cost of capital. The Company shall have no obligation to defend, indemnify or reimburse Distributor or any purchaser of the Product for any amount that they may be required to pay as a result of any claim, lawsuit, action, judgment or liability related to or arising out of the Product or its use over and above the coverage that the Policy provides.

Disclaimer Limitations. The provisions of this document are subject to the surviving terms and conditions of the Sale Agreement. Executed to be effective as of the date stated in the first section of this Assignment. CURRENT GP _____________________________________ By: _______________________________ Name: _________________________ Title:_________________________ NEW GP _____________________________________ By: _______________________________ Name: _________________________ Title:_________________________ CURRENT LP _____________________________________ By: _______________________________ Name: _________________________ Title:_________________________ NEW LP _____________________________________ By: _______________________________ Name: _________________________ Title:_________________________ EXHIBIT S NON-EXCLUSIVE SERVICE ▇▇▇▇ LICENSE AGREEMENT EXHIBIT S NON-EXCLUSIVE SERVICE ▇▇▇▇ LICENSE AGREEMENT FROM JPI DEVELOPMENT, L.P. TO THIS NON-EXCLUSIVE SERVICE ▇▇▇▇ LICENSE AGREEMENT (the "Agreement") is made as of the dates set forth by the parties' signatures below, although agreed by the parties to be effective as of ___________________ __, 2004 (the "Effective Date"), by and between JPI Development, L.P., a Delaware limited partnership ("Licensor"), whose sole general partner is Multifamily Development LLC, a Delaware limited liability company, having a place of business at ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ & O'Hara Educational Properties, LLC, a Tennessee limited liability company ("Licensee"), having a place of business at ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Licensor and Licensee will be collectively referred to as the "Parties").

Disclaimer Limitations. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY (I) PUNITIVE, INDIRECT, INCIDENTAL, TREBLE, CONSEQUENTIAL, OR STATUTORY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT; (II) LOSS OF SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (V) PERSONAL INJURY OR DEATH, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT CONSISTENT WITH APPLICABLE LAW, PAYMERANG DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, INCLUDING THOSE ARISING BY LAW, AND WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

Disclaimer Limitations. The provisions of this document are subject to the surviving terms and conditions of the Sale Agreement. Executed to be effective as of the date stated in the first section of this Assignment. JPI-CG JPI-CG Mezz, LLC, a Delaware limited liability company By:__________________________________ Name:________________________________ Title:_______________________________ THE CORPORATION JC-_________, Inc., a Delaware corporation By:__________________________________ Name:________________________________ Title:_______________________________ LLC JC - ________, LLC, a Delaware limited liability company By:__________________________________ Name:________________________________ Title:_______________________________ THE PARTNERSHIP Jefferson Commons - __________, L.P., a Delaware limited partnership By: JC-________ LLC, a Delaware limited liability company, general partner By: _________________________ Name: _________________________ Title: _________________________ BUYER Education Realty Operating Partnership, LP, a Delaware limited partnership By:____________________________________ By:____________________________________ Name:__________________________________ Title:_________________________________ EXHIBIT R ASSIGNMENT OF PARTNERSHIP INTERESTS JEFFERSON LOFTS AT ORLANDO LIMITED PARTNERSHIP ASSIGNMENT OF PARTNERSHIP INTERESTS This Assignment of Interests (the "Assignment") is executed as of ____ ___, 2004, by JPI INVESTMENT COMPANY, L.P., a Texas limited partnership ("Current LP"), ______ ____("New LP"), JPI GENPAR REALTY LLC, a Delaware limited liability company ("Current GP"), and __________ ("New GP"). Current LP and Current GP are sometimes referred to individually as a "Transferor" and collectively as "Transferors." New LP and New GP are sometimes referred to individually as a "Transferee" and collectively as "Transferees."