MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

ARTICLE XI
LIABILITIES
11.01 Disclaimer of Warranty. Buyer acknowledges that Seller is not in the business of
providing the services contemplated by this Agreement and that Seller is providing such services
solely as an accommodation to Buyer’s transition following the consummation of the transaction
set forth in the Purchase Agreement. Except as expressly set out in this Agreement, the Services
performed or provided pursuant to this Agreement, and any Resources provided, used or made
available in connection herewith, are furnished AS IS, WHERE IS, WITH ALL FAULTS AND,
TO THE EXTENT PERMITTED BY LAW, WITHOUT ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT
OR USE OR ORIGINALITY OR RESULTS TO BE DERIVED FROM THE USE OR
PERFORMANCE OF THE SERVICES (INCLUDING THE RESOURCES). SELLER DOES
NOT MAKE ANY WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LEGAL
REQUIREMENT, DOMESTIC OR FOREIGN. Without limiting the foregoing, Seller and its
affiliates and licensors EXPRESSLY DISCLAIM AND EXCLUDE any warranty of ownership,
non-infringement, reliability, suitability, functionality, ability to produce a particular result, and
validity regarding any results of the Services (including the Resources) or any improvements as
contemplated by Article VI. Buyer assumes all risks in connection with its use of the Resources
and the results of the Services, including any improvements as contemplated by Article VI.
Seller shall have no obligation to provide Resources where third party content in such Resources
prevents or limits use by Buyer.
11.02 Consequential and Other Damages. To the extent permitted by law no Seller
Party shall be liable, whether in contract, in tort (including negligence or strict liability) or
otherwise, for any special, indirect, incidental, consequential, special, punitive or similar
damage, losses or expenses whatsoever, that in any way arise out of relate to, or are a
consequence of, this Agreement, Seller’s performance or nonperformance under this Agreement,
or the provision of or failure to provide any Service under this Agreement, including loss of
profits, savings, competitive advantage, goodwill, business interruptions or claims of customers,
even if Seller or any Seller Party has been advised of the likelihood or possible existence of the
foregoing and regardless of whether any of the foregoing may have been foreseeable. No Seller
Party shall be responsible for any damages Buyer may suffer arising from or as a result of
Buyer’s use of the internet, including loss of data and any service interruptions.
11.03 Limitation of Liability. The total aggregate liability of Seller with respect to this
Agreement or anything done in connection herewith, including the performance or breach of this
Agreement, or from the sale, delivery, provision or use of any Service provided under or covered
by this Agreement, whether in contract, tort (including negligence or strict liability) or otherwise,
shall be limited, to the extent permitted by law, to Buyer’s direct proven actual damages and
shall not exceed the Fees previously paid to Seller by Buyer under this Agreement in respect of
the Service from which such liability flows; provided, however, that in no event shall Seller have
any liability to Buyer related to the non-performance of any third party provider.
C2-8
Exhibit C-2
Form of Initial Closing TSA - Seller