Provision Language
ARTICLE 9 – NO WARRANTIES; LIMITATION ON MICHIGAN’S LIABILITY
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9.3 In no event shall MICHIGAN be responsible or liable for any direct, indirect, special, punitive, incidental, or consequential damages or lost profits or other economic loss or damage with respect to LICENSED PRODUCTS, or the PATENT RIGHTS to LICENSEE, SUBLICENSEES or any other individual or entity regardless of legal or equitable theory. The above limitations on liability apply even though MICHIGAN may have been advised of the possibility of such damage. The only liabilities that are assumed by MICHIGAN are those specifically described in this Agreement.
9.4 With respect to any breach of this Agreement, in no event shall either party hereunder be liable to the other for any indirect, special, punitive, or consequential damages of any kind, whatsoever resulting from any breach or default of this Agreement regardless of legal or equitable theory.
9.5 MICHIGAN and LICENSEE represent and warrant that as of the EFFECTIVE DATE this Agreement constitutes the legal, valid and binding obligation of MICHIGAN and LICENSEE, respectively, enforceable against the parties in accordance with its terms.
ARTICLE 10 – INDEMNITY; INSURANCE
10.1 LICENSEE shall defend, indemnify and hold harmless and shall require SUBLICENSEES to defend, indemnify and hold harmless MICHIGAN for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses) (“Claims”) arising from or in connection with, any of the following: (1) any manufacture, use, SALE or other disposition by LICENSEE, SUBLICENSEES or transferees of LICENSED PRODUCTS; and/or (2) the use by any person of LICENSED PRODUCTS made, used, sold or otherwise distributed by LICENSEE or SUBLICENSEES. For clarity, this Paragraph 10.1 does not include any Claims resulting from any breach by either LICENSEE or MICHIGAN this Agreement.
10.2 MICHIGAN is entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 10.1 above. LICENSEE shall not settle any such legal action with an admission of liability of MICHIGAN without MICHIGAN’s written approval.