Common use of Representations and Warranties Limitation of Liability Clause in Contracts

Representations and Warranties Limitation of Liability. 7.1 Both Parties represent and warrant that it has the full right and authority to enter into this Agreement. 7.2 THE LICENSED SUBJECT MATTER AND DOCUMENTATION IS PROVIDED TO LICENSEE “AS IS,” UNSUPPORTED, WITHOUT WARRANTY OF ANY KIND. WDT EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE. WDT WILL NOT BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE WDT CODE. WDT DOES NOT WARRANT THAT THE WDT CODE WILL MEET THE LICENSEE’S OR ITS END USER’S REQUIREMENTS, OR WILL OPERATE IN ANY HARDWARE OR SOFTWARE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR END USER, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 7.3 WDT DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE’S USE OF THE WDT CODE, AND ANY LICENSEE-CREATED DERIVATIVE WORKS IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD WDT HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT WDT INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION 7.4. 7.4 IN NO EVENT WILL WDT OR ITS AFFILIATES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF LICENSEE ARISING OUT OF THIS AGREEMENT, OR FOR ANY LOST PROFITS, REVENUE, SALES OR DATA, UNDER ANY THEROY OF LIABILITY. IN THE EVENT THAT THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW LIABILITY TO BE LIMITED, THE LIABILITY OF WDT IN SUCH CASES WILL BE LIMITED TO $100 US DOLLARS. 7.5 Licensee shall hold harmless and indemnify WDT, its officers, employee and agents from and against any claims, demands or causes of action whatsoever--including without limitation those arising on account of any injury or death of persons or damage to property--caused by, or arising out of, or resulting from, the exercise or practice of the rights and licenses granted hereunder by Licensee, its Subsidiaries or their officers, employees, agents or representatives, including the use or operation of the WDT Code and the provision of or failure to provide support and/or maintenance to users of the WDT Code.

Representations and Warranties Limitation of Liability. 7.1 Both Parties 11.1 WFUHS and Principal Investigator each severally represent and warrant that it has and he have the full right legal right, authority and authority power or capacity to enter into this Agreement and to perform its respective obligations set forth herein. WFUHS represents and warrants to Tengion that the Principal Investigator is currently an employee of WFUHS and in such capacity has the authority to perform his obligations under this Agreement. 7.2 11.2 Tengion represents and warrants that it has the legal right, authority and power to enter into this Agreement and to perform its obligations set forth herein. NO OTHER WARRANTY; LIMITATION OF LIABILITY. EXCEPT AS SET FORTH ABOVE OR IN THE LICENSED SUBJECT MATTER AND DOCUMENTATION IS PROVIDED TO LICENSEE “AS IS,” UNSUPPORTEDLICENSE AGREEMENT, WITHOUT WARRANTY OF NEITHER PARTY MAKES ANY KIND. WDT EXPRESSLY EXCLUDES AND DISCLAIMS ALL WARRANTIES OF ANY KINDREPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE UNDER THIS AGREEMENT OR STATUTORYTHE RESULTS TO BE OBTAINED FROM THE STUDY, INCLUDING WARRANTIES OF NON-INFRINGEMENTBUT NOT LIMITED TO, MERCHANTABILITYTHE MARKETABILITY, AND USE OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OF THE STUDY RESULTS OR ANY SERVICE OR MATERIAL SUPPLIED OR DEVELOPED IN CONNECTION WITH THE STUDY, AND THAT ANY AND ALL WARRANTIES PATENTABLE INVENTION WILL BE OBTAINED FROM THE STUDY OR THAT MAY ARISE FROM COURSE THE RESULTS OF DEALING, CUSTOM, OR USAGE OF TRADE. WDT THE STUDY WILL NOT INFRINGE UPON OR CONFLICT WITH ANY THIRD PARTY RIGHTS. FURTHER, EXCEPT FOR TENGION’S INDEMNIFICATION OBLIGATIONS TO THE WFUHS INDENMITEES UNDER PARAGRAPH 10.1 FOR THIRD PARTY CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE WDT CODE. WDT DOES NOT WARRANT THAT THE WDT CODE WILL MEET THE LICENSEE’S OR ITS END USER’S REQUIREMENTS, OR WILL OPERATE IN ANY HARDWARE OR SOFTWARE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR END USER, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 7.3 WDT DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE’S USE OF THE WDT CODE, AND ANY LICENSEE-CREATED DERIVATIVE WORKS IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY, OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD WDT HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT WDT INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION 7.4. 7.4 IN NO EVENT WILL WDT OR ITS AFFILIATES BE LIABLE FOR INCIDENTALSPECIAL, CONSEQUENTIAL, INDIRECTPUNITIVE, INDIRECT OR SPECIAL INCIDENTAL DAMAGES OF LICENSEE ARISING OUT OF THIS AGREEMENT, OR FOR ANY LOST PROFITS, REVENUEAND EXCEPT FOR TENGION’S INDEMNIFICATION OBLIGATIONS TO THE WFUHS INDENMITEES UNDER PARAGRAPH 10.1 FOR THIRD PARTY CLAIMS, SALES EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER AND ALL OTHER PERSONS FOR ALL DAMAGES HEREUNDER (REGARDLESS OF THE CAUSE OR DATA, UNDER ANY THEROY THEORY OF LIABILITY) SHALL NOT IN ANY EVENT EXCEED A SUM EQUAL TO * Confidential Treatment Requested 10 THE AGGREGATE AMOUNT PAID BY TENGION TO WFUHS UNDER THIS AGREEMENT. THE FACT THAT TENGION SHALL HAVE ALREADY MADE THE RESEARCH FUNDING PAYMENTS DESCRIBED IN THE EVENT PREVIOUS SENTENCE SHALL NOT BE CONSTRUED TO MEAN THAT THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW TENGION SHALL HAVE ALREADY EXHAUSTED ITS LIABILITY TO BE LIMITED, THE LIABILITY OF WDT IN SUCH CASES WILL BE LIMITED TO $100 US DOLLARSUNDER THIS PARAGRAPH. 7.5 Licensee shall hold harmless and indemnify WDT, its officers, employee and agents from and against any claims, demands or causes of action whatsoever--including without limitation those arising on account of any injury or death of persons or damage to property--caused by, or arising out of, or resulting from, the exercise or practice of the rights and licenses granted hereunder by Licensee, its Subsidiaries or their officers, employees, agents or representatives, including the use or operation of the WDT Code and the provision of or failure to provide support and/or maintenance to users of the WDT Code.

Representations and Warranties Limitation of Liability. 7.1 Both Parties represent and warrant that it has the full right and authority to enter into this Agreement. 7.2 THE LICENSED SUBJECT MATTER AND DOCUMENTATION SITE IS PROVIDED TO LICENSEE “PRESENTED "AS IS,” UNSUPPORTED, WITHOUT WARRANTY OF ANY KIND. WDT EXPRESSLY EXCLUDES AND DISCLAIMS ALL ." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KINDKIND WHATSOEVER, WHETHER EXPRESS, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND CONDITIONS OR STATUTORYTHE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, MERCHANTABILITY, AND INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), UNDER ANY AND ALL WARRANTIES THAT CIRCUMSTANCES, FOR ANY (a) INTERRUPTION OF BUSINESS; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES OR MALFUNCTIONS WHICH MAY ARISE OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM COURSE OF DEALINGTHIRD PARTY WEBSITES (f) ANY INACCURACIES OR OMISSIONS IN CONTENT OR (g) EVENTS BEYOND OUR REASONABLE CONTROL. FURTHER, CUSTOMTO THE FULLEST EXTENT PERMITTED BY LAW, OR USAGE OF TRADE. WDT WE WILL NOT BE LIABLE FOR ANY ERRORINDIRECT, OMISSIONSPECIAL, DEFECTPUNITIVE, DEFICIENCYINCIDENTAL, OR NONCONFORMITY CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE SITE OR YOUR USE THEREOF REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE WDT CODEPOSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100.00). WDT DOES NOT WARRANT YOU AGREE THAT THE WDT CODE WILL MEET THE LICENSEE’S NO CLAIMS OR ITS END USER’S REQUIREMENTSACTION ARISING OUT OF, OR WILL OPERATE IN ANY HARDWARE OR SOFTWARE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR END USERRELATED TO, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 7.3 WDT DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH LICENSEE’S USE OF THE WDT CODE, SITE OR THESE TERMS AND ANY LICENSEE-CREATED DERIVATIVE WORKS IN ANY MEDICAL, NUCLEAR, AVIATION, NAVIGATION, MILITARY, CONDITIONS MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR OTHER HIGH RISK DEVICE OR APPLICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD WDT HARMLESS AGAINST ANY LOSS, LIABILITY, OR DAMAGE OF ANY KIND THAT WDT INCURS IN CONNECTION WITH BREACH OF THE WARRANTY IN THIS SECTION 7.4ACTION AROSE. 7.4 IN NO EVENT WILL WDT OR ITS AFFILIATES BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF LICENSEE ARISING OUT OF THIS AGREEMENT, OR FOR ANY LOST PROFITS, REVENUE, SALES OR DATA, UNDER ANY THEROY OF LIABILITY. IN THE EVENT THAT THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, BUT DOES ALLOW LIABILITY TO BE LIMITED, THE LIABILITY OF WDT IN SUCH CASES WILL BE LIMITED TO $100 US DOLLARS. 7.5 Licensee shall hold harmless and indemnify WDT, its officers, employee and agents from and against any claims, demands or causes of action whatsoever--including without limitation those arising on account of any injury or death of persons or damage to property--caused by, or arising out of, or resulting from, the exercise or practice of the rights and licenses granted hereunder by Licensee, its Subsidiaries or their officers, employees, agents or representatives, including the use or operation of the WDT Code and the provision of or failure to provide support and/or maintenance to users of the WDT Code.