Common use of Warranties and Limitations of Liability Clause in Contracts

Warranties and Limitations of Liability. ▇. ▇▇▇▇▇▇ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE SERVICES PROVIDED HEREUNDER. Hilton will use reasonable efforts to perform the Corporate Services provided hereunder in a professional and workmanlike manner, but the results of the Corporate Services are furnished "as is." ▇. ▇▇▇▇▇▇ shall have no liability to any third party in connection with the provision of the Corporate Services in any event, and no liability to Gaming Co. except to the extent (i) the performance of such Corporate Services is in material breach of the standard of care specified in this Agreement or (ii) the performance of such Corporate Services is interrupted, delayed or otherwise not available, PROVIDED, HOWEVER, that in each case such liability shall be subject to Sections 9.e. and 13 hereof. ▇. ▇▇▇▇▇▇'▇ sole liability to Gaming Co. for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(i). above, shall be, at Gaming Co.'s discretion, to (i) promptly perform again the particular Corporate Service that was previously performed in breach of the standard of care specified in this Agreement, at no additional cost to Gaming Co. or (ii) refund the portion of the fees attributable to the performance of the Corporate Service that was previously performed in breach of the standard of care specified in this Agreement. ▇. ▇▇▇▇▇▇'▇ sole liability to Gaming Co. for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(ii). above, shall be to use all reasonable efforts to make the Corporate Services available as promptly as reasonably practicable. Hilton will maintain the same back-up procedures for Gaming Co.'s information that Hilton has for its own similar information. e. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (i) HILTON SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE AND (ii) HILTON SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC DAMAGES. GAMING CO. AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HILTON FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF GAMING CO.'S PAYMENT FOR SAID SPECIFIC CORPORATE SERVICE IN DISPUTE OVER ONE ACCOUNTING PERIOD'S TIME. f. The foregoing provisions of this Section 9 set forth the full extent of Hilton's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Hilton (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. ▇. ▇▇▇▇▇▇ a. PARK PLACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE SERVICES PROVIDED HEREUNDER. Hilton Park Place will use reasonable efforts to perform the Corporate Services provided hereunder in a professional and workmanlike manner, but the results of the Corporate Services are furnished "as is." ▇. ▇▇▇▇▇▇ b. Park Place shall have no liability to any third party in connection with the provision of the Corporate Services in any event, and no liability to Gaming Co. Hilton except to the extent (i) the performance of such Corporate Services is in material breach of the standard of care specified in this Agreement or (ii) the performance of such Corporate Services is interrupted, delayed or otherwise not available, PROVIDED, HOWEVER, that in each case such liability shall be subject to Sections 9.e. and 13 hereof. ▇. ▇▇▇▇▇▇'▇ c. Park Place's sole liability to Gaming Co. Hilton for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(i). above, shall be, at Gaming Co.Hilton's discretion, to (i) promptly perform again the particular Corporate Service that was previously performed in breach of the standard of care specified in this Agreement, at no additional cost to Gaming Co. Hilton or (ii) refund the portion of the fees attributable to the performance of the Corporate Service that was previously performed in breach of the standard of care specified in this Agreement. ▇. ▇▇▇▇▇▇'▇ d. Park Place's sole liability to Gaming Co. Hilton for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(ii). above, shall be to use all reasonable efforts to make the Corporate Services available as promptly as reasonably practicable. Hilton Park Place will maintain the same back-up procedures for Gaming Co.Hilton's information that Hilton Park Place has for its own similar information. e. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (i) HILTON PARK PLACE SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE AND (ii) HILTON PARK PLACE SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC DAMAGES. GAMING CO. HILTON AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HILTON PARK PLACE FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF GAMING CO.HILTON'S PAYMENT FOR SAID SPECIFIC CORPORATE SERVICE IN DISPUTE OVER ONE ACCOUNTING PERIOD'S TIME. f. The foregoing provisions of this Section 9 set forth the full extent of HiltonPark Place's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Hilton Park Place (e.g. contract, negligence or otherwise).

Warranties and Limitations of Liability. ▇. ▇▇▇▇▇▇ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CORPORATE SERVICES PROVIDED HEREUNDER. Hilton will use reasonable efforts to perform the Corporate Services provided hereunder in a professional and workmanlike manner, but the results of the Corporate Services are furnished "as is." ▇. ▇▇▇▇▇▇ shall have no liability to any third party in connection with the provision of the Corporate Services in any event, and no liability to Gaming Co. Park Place except to the extent (i) the performance of such Corporate Services is in material breach of the standard of care specified in this Agreement or (ii) the performance of such Corporate Services is interrupted, delayed or otherwise not available, PROVIDED, HOWEVER, that in each case such liability shall be subject to Sections 9.e. and 13 hereof. ▇. ▇▇▇▇▇▇'▇ sole liability to Gaming Co. Park Place for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(i). above, shall be, at Gaming Co.Park Place's discretion, to (i) promptly perform again the particular Corporate Service that was previously performed in breach of the standard of care specified in this Agreement, at no additional cost to Gaming Co. Park Place or (ii) refund the portion of the fees attributable to the performance of the Corporate Service that was previously performed in breach of the standard of care specified in this Agreement. ▇. ▇▇▇▇▇▇'▇ sole liability to Gaming Co. Park Place for claims, notwithstanding the form of such claims (e.g. contract, negligence or otherwise), arising out of Section 9.b(ii). above, shall be to use all reasonable efforts to make the Corporate Services available as promptly as reasonably practicable. Hilton will maintain the same back-up procedures for Gaming Co.Park Place's information that Hilton has for its own similar information. e. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, (i) HILTON SHALL NOT BE LIABLE FOR ANY ERRORS, OMISSIONS, DELAYS, OR LOSSES UNLESS CAUSED SOLELY BY ITS CRIMINAL CONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE AND (ii) HILTON SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR OTHER ECONOMIC DAMAGES. GAMING CO. PARK PLACE AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HILTON FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND FOR THE CORPORATE SERVICES PERFORMED HEREUNDER EXCEED THE VALUE OF GAMING CO.PARK PLACE'S PAYMENT FOR SAID SPECIFIC CORPORATE SERVICE IN DISPUTE OVER ONE ACCOUNTING PERIOD'S TIME. f. The foregoing provisions of this Section 9 set forth the full extent of Hilton's liability hereunder (monetary or otherwise) for any claim or action, regardless of the form in which any such claim or action may be asserted against Hilton (e.g. contract, negligence or otherwise).