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Except for Java Product (as defined herein below), CUSTOMER may assign collectively its rights under this License to any subsequent owner of the associated hardware, but not otherwise, subject to the payment of the then current license fee for new users, if any. No such assignment shall be valid until CUSOMTER (1) has delegated all of its obligations under this License to the assignee; and (2) has obtained from the assignee an unconditional written assumption of all such obligations; and (3) has provided NORTEL NETWORKS a copy of such assignment, delegation and assumption; and (4) has transferred physical possession of all licensed software and all associated documentation to the assignee and destroyed all archival copies. Except as provided, neither this License nor any rights acquired by CUSTOMER through this License are assignable. Any attempted assignment of rights and/or transfer of licensed software not specifically allowed shall be void and conclusively presumed a material breach of this License.
If NORTEL NETWORKS (i) claims a material breach of this License, and
(ii)provides written notice of such claimed material breach to CUSTOMER and (iii) observes that such claimed material breach remains uncorrected and/or unmitigated more than thirty (30) days following CUSTOMER’s receipt of written notice specifying in reasonable detail the nature of the claimed material breach, then CUSTOMER acknowledges that this License may be immediately terminated by NORTEL NETWORKS and CUSTOMER further acknowledges that any such termination shall be without prejudice to any other rights and remedies that NORTEL NETWORKS may have at law or in equity.
EXPRESS LIMITED WARRANTIES FOR ANY ITEM OF LICENSED SOFTWARE, IF ANY, WILL BE SOLELY THOSE GRANTED DIRECTLY TO CUSTOMER BY DISTRIBUTOR. OTHER THAN AS SET FORTH THEREIN, THIS LICENSE DOES NOT CONFER ANY WARRANTY TO CUSTOMER FROM OR BY NORTEL NETWORKS.
THE LICENSED SOFTWARE IS PROVIDED BY NORTEL NETWORKS "AS IS" AND WITHOUT WARRANTY OF ANY KIND OR NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
THIS LIMITATION OF WARRNATIES WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE LICENSE FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE LICENSED.
IN NO EVENT WILL NORTEL NETWORKS AND/OR NORTEL NETWORKS’ SUPPLIERS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO OR THROUGH CUSTOMER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TO USE THE LICENSED SOFTWARE OR BREACH OF ANY WARRANTY OR OTHER TERM OF THIS LICENSE, REGARDLESS OF WHETHER NORTEL NETWORKS AND/OR NORTEL NETWORKS’ SUPPLIERS WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
Restricted Rights. Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Right in Technical Data and Computer Software Clauses in DFARS
The rights and obligations arising under this License shall be construed in accordance with the laws of the State of Tennessee. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this License shall continue in full force and effect.
This License constitutes the entire agreement between the parties with respect to the use of the licensed software and the associated documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of
NORTEL NETWORKS.
