Common use of Services Received Clause in Contracts

Services Received. Lone Pine hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII, and the other provisions hereof, including, without limitation, the limitation of remedies available to Lone Pine which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate this Agreement; (b) the Services are being provided solely to facilitate the transition of Lone Pine to a separate company as a result of the IPO, and Forest and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of Forest to render, nor of the Lone Pine Entities to receive from Forest, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment, or other business and financial matters, or technical advice, whether with regard to information technology or other matters; Lone Pine shall not rely on, or construe, any Service rendered by or on behalf of Forest as such professional advice or opinions or technical advice; and Lone Pine shall seek all third party professional advice and opinions or technical advice as it may desire or need, and in any event Lone Pine shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, Lone Pine shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to Forest's agreement to provide the Services is the limitation of liability set forth herein and the release.

Services Received. Lone Pine hereby acknowledges and agrees that: (a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII, and the other provisions hereof, including, without limitation, the limitation of remedies available to Lone Pine which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate this Agreement; (b) the Services are being provided solely to facilitate the transition of Lone Pine to a separate company as a result of the IPO, and Forest and its Affiliates do not provide any such Services to non-Affiliates; (c) it is not the intent of Forest to render, nor of the Lone Pine Entities to receive from Forest, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment, or other business and financial matters, or technical advice, whether with regard to information technology or other matters; Lone Pine shall not rely on, or construe, any Service rendered by or on behalf of Forest as such professional advice or opinions or technical advice; and Lone Pine shall seek all third party professional advice and opinions or technical advice as it may desire or need, and in any event Lone Pine shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII; (d) with respect to any software or documentation within the Services, Lone Pine shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to Forest's ’s agreement to provide the Services is the limitation of liability set forth herein and the release. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, LONE PINE SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY, AND HOLD FOREST, ANY AFFILIATE OF FOREST, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS (ALL AS INDEMNIFIED PARTIES), FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING UNDER OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF FOREST, ANY AFFILIATE OF FOREST, OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF FOREST, ANY AFFILIATE OF FOREST, OR ANY THIRD PARTY SERVICE PROVIDER.