5.4 disclaimer. except as specifically set forth herein, fff and the company hereby disclaim all warranties whether express, implied or statutory, including all implied warranties of merchantability and fitness for a particular purpose, with respect to the licensed ip and the company owned ip, respectively. neither fff nor the company shall under any circumstances be liable to each other or any third party for consequential, indirect, incidental, special or exemplary damages arising out of or related to this agreement or the transactions contemplated herein, even if such party is apprised of the likelihood of such damages occurring.
5.5 limitation on applicability. notwithstanding anything in this agreement to the contrary, but subject to any applicable limitations under the llc agreement, the company shall not be precluded from performing any act or using any intellectual property right, including without limitation the fff ip rights, in a manner which would have been permissible (i) had the parties not entered into this agreement, and (ii) with respect to any fff ip rights, had fff willfully disclosed such elements to the company, or had the company otherwise lawfully obtained such elements
6. general.
6.1 entire agreement. this agreement, the schedules hereto and the llc agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, and all other communications relating to the subject matter hereof. no amendment or modification of any provision of this agreement shall be effective unless set forth in a document that is executed by both parties to this agreement.
6.2 assignment. subject to the proviso in section 3 with respect to pledges and assignments in respect of financing, the company shall not sell, transfer or assign any right or obligation hereunder without the prior written consent of fff. any act in derogation of the foregoing shall be null and void.
6.3 force majeure. neither party shall be held liable for failure to fulfill its obligations hereunder if such failure is due to a natural calamity, act of government or similar cause beyond the reasonable control of such party.
6.4 notices. all notices, reports, records, or other communications which are required or permitted to be given to the parties under this agreement shall be sufficient in all respects if given in writing and delivered in person, by telecopy, by overnight courier, or by certified mail, postage prepaid, return receipt requested, to the receiving party at the following address: