Common use of Standard of Performance; Limitation of Liability Clause in Contracts

Standard of Performance; Limitation of Liability. The Services to be provided hereunder shall be performed with the same general degree of care as when performed within the Service Provider’s organization. In the event a Service Provider or its Affiliates fails to provide the Services in accordance herewith, the sole and exclusive remedy of the Service Receiver and its Affiliates shall be to, at the Service Receiver’s sole discretion, either (i) have the Service reperformed, or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided that in the event the Service Provider defaults in the manner described in Section 3.3(ii), the Service Receiver shall have the further rights set forth in Section 3.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 1.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, ARE MADE BY A SERVICE PROVIDER OR ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND BEHALF OF ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT THE SERVICE RECEIVER OR ANY OF ITS AFFILIATES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY A SERVICE PROVIDER OR ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF A SERVICE PROVIDER OR ITS AFFILIATES OR ANY OTHER PERSON INVOLVED IN THE PROVISION OF SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE.

Standard of Performance; Limitation of Liability. The Services to be provided hereunder shall be performed with the same general degree of care as when performed within the Service Provider’s organization. In the event a Service Provider or its Affiliates fails to provide the Services in accordance herewith, the sole and exclusive remedy of the Service Receiver and its Affiliates shall be to, at the Service Receiver’s sole discretion, either (i) have the Service reperformed, or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided, that in the event the Service Receiver defaults in the manner described in Section 3.3(i), the Service Provider shall have the further rights set forth in Section 3.3; and provided further, that in the event the Service Provider defaults in the manner described in Section 3.3(ii), the Service Receiver shall have the further rights set forth in Section 3.3. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 1.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, ARE MADE BY A SERVICE PROVIDER OR ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND BEHALF OF ITS AFFILIATES, HEREBY EXPRESSLY WAIVES ANY RIGHT THE SERVICE RECEIVER OR ANY OF ITS AFFILIATES MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY A SERVICE PROVIDER OR ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF A SERVICE PROVIDER OR ITS AFFILIATES OR ANY OTHER PERSON INVOLVED IN THE PROVISION OF SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE.

Standard of Performance; Limitation of Liability. The ------------------------------------------------ Services to be provided hereunder shall be performed with the same general degree of care as when performed within the Service Provider’s Transocean organization. In the event a Service Provider Transocean Holdings or its Affiliates fails fail to provide provide, or cause to be provided, the Services in accordance herewith, the sole and exclusive remedy of the Service Receiver and its Affiliates TODCO shall be to, at the Service Receiver’s TODCO's sole discretion, either (i) have the Service reperformed, or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made thereforfor such defective service; provided that in the event the Service Provider Transocean Holdings defaults in the manner described in Section 3.3(ii7.1(ii), the Service Receiver TODCO shall have the further rights set forth in Section 3.37.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 1.52.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, ARE MADE BY A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND BEHALF OF ITS AFFILIATES, TODCO HEREBY EXPRESSLY WAIVES ANY RIGHT THE SERVICE RECEIVER OR ANY OF ITS AFFILIATES TODCO MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES OR ANY OTHER PERSON INVOLVED IN THE PROVISION OF SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR FOREIGN NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE.

Standard of Performance; Limitation of Liability. The Services to be provided hereunder shall be performed with the same general degree of care as when performed within the Service Provider’s Transocean organization. In the event a Service Provider Transocean Holdings or its Affiliates fails fail to provide the Services in accordance herewith, the sole and exclusive remedy of the Service Receiver and its Affiliates TODCO shall be to, at the Service Receiver’s TODCO's sole discretion, either (i) have the Service reperformed, or (ii) not pay for such Service, or if payment has already been made, receive a refund of the payment made therefor; provided that in the event the Service Provider Transocean Holdings defaults in the manner described in Section 3.3(ii7.1(ii), the Service Receiver TODCO shall have the further rights set forth in Section 3.37.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 1.52.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, IMPLIED OR EXPRESSED, ARE MADE BY A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. EACH SERVICE RECEIVER, ON ITS OWN BEHALF AND BEHALF OF ITS AFFILIATES, TODCO HEREBY EXPRESSLY WAIVES ANY RIGHT THE SERVICE RECEIVER OR ANY OF ITS AFFILIATES TODCO MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR GROSS NEGLIGENCE OF A SERVICE PROVIDER TRANSOCEAN HOLDINGS OR ITS AFFILIATES OR ANY OTHER PERSON INVOLVED IN THE PROVISION OF SERVICES AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR FOREIGN LAWS OR OTHER STATUTE OR OTHERWISE.