Certain Other Limitations. It shall
(i) not be named as an insured on the insurance policy held by another Triad Party or covering the property of any other Triad Party, except to the extent it shall bear its allocable share of the expense thereof, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with property not owned by the Issuer or the Depositor, as the case may be, proceeds are paid to it.
(ii) be restricted from undertaking activities in connection with the issuance of the Class A Notes other than activities as set forth in its Charter Documents;
(iii) not be involved in the day-to-day management of any of the other Triad Parties except as required by or permitted by the Transaction Documents or in connection with certain administrative services provided to the Depositor by the Seller;
(iv) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by the Issuer in connection with the issuance of the Class A Notes, or as otherwise expressly permitted by the Insurer or the Transaction Documents;
(v) not commingle its deposit accounts (and funds therein) or other assets with the deposit accounts (and funds therein) or other assets of any other entity;
(vi) not act as an agent of any other Triad Party; and
(vii) not form, or cause to be formed, any subsidiaries; provided that the Depositor may form other special purpose entities in connection with the issuance of other asset-backed securities to the extent the Insurer acts as an insurer in connection with such transactions.
Certain Other Limitations. (a) If an Indemnified Party is at any time entitled by reason of a contractual right to recover from a Third Party any amount in respect of any matter giving rise to Damages, the Indemnified Party shall [***]; provided, further, for the avoidance of doubt, that the foregoing shall not limit an Indemnified Party’s ability to recover Damages pursuant to this ARTICLE 11 (Indemnification; Remedies). In any case where an Indemnified Party recovers from Third Parties any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this ARTICLE 11 (Indemnification; Remedies), such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.
(b) Any indemnification payment under this Agreement shall be treated as an adjustment to the Upfront Fee for Tax purposes, unless otherwise required by applicable Law. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
(c) [***]
(d) Except for Fraud and except for injunctive relief (including, but not limited to, specific performance), if the Closing occurs, this ARTICLE 11 (Indemnification; Remedies) shall be the sole and exclusive remedy with respect to any and all rights, claims and causes of action that may be based upon, arise out of or relate (directly or indirectly) to the subject matter of this Agreement, the Other Transaction Documents, the negotiation, execution or performance of this Agreement or the Other Transaction Documents or the transactions contemplated thereby. Each Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action (other than the right to seek injunctive relief, including specific performance) such Party or any other Buyer Indemnified Party or Seller Indemnified Party, as applicable, may have against the other Party in law or equity except such rights, claims and causes ...
Certain Other Limitations. The Seller shall not permit the Seller to be named as an insured on an insurance policy held by another Company Party or covering the property of any other Company Party, except to the extent the Seller shall bear the expenses thereof, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property not owned by the Seller, proceeds are paid to the Seller.
Certain Other Limitations. The Issuer shall not permit the Issuer to be named as an insured on an insurance policy held by another Company Party or covering the property of any other Company Party, except to the extent the Issuer shall bear the expenses thereof, or enter into an agreement with the holder of such policy whereby in the event of a loss in connection with such property not owned by the Issuer, proceeds are paid to the Issuer.
Certain Other Limitations. Notwithstanding anything herein to the contrary, the Company agrees not to enter into any transaction which, by reason of any adjustment hereunder, would cause the Current Warrant Price to be less than the par value per share of Common Stock.
Certain Other Limitations. It shall:
(i) be restricted from undertaking activities in connection with the issuance of the Notes other than activities as set forth in its Charter Documents;
(ii) not be involved in the day-to-day management of any of the other AmeriCredit Parties except as required by or permitted by the Transaction Documents or in connection with certain administrative services provided to the Seller by AmeriCredit;
(iii) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by the Issuer in connection with the issuance of the Notes, or as otherwise expressly permitted by the Charter Documents;
(iv) not commingle its deposit accounts (and funds therein) or other assets with the deposit accounts (and funds therein) or other assets of any other entity; Back to Contents
(v) not act as an agent of any other AmeriCredit Party; and
(vi) not form, or cause to be formed, any subsidiaries; provided that the Seller may form other special purpose entities in connection with the issuance of other asset-backed securities.
Certain Other Limitations. 44 11.10 Indemnification Exclusive Remedy............................. 44
Certain Other Limitations. (a) Damages Net of Insurance. Notwithstanding anything to the contrary in this Agreement, the amount of any Damages for which indemnification is provided under this Section 11 shall be net of any actual cash insurance recoveries. A Party shall have an obligation to use commercially reasonable best efforts to seek an insurance recovery. If a Party obtains a recovery, the Party's indemnity claim shall not be offset to the extent of the Party's expenses in obtaining such recovery.
Certain Other Limitations. (a) The amount of any Damages for which indemnification is provided under this Article XI shall be net of any actual cash insurance recoveries or recoveries of indemnities from any Third Parties (and no right of subrogation shall accrue to any insurer hereunder). If a Party obtains such a recovery, such Party's indemnity claim shall not be offset to the extent of the Party's expenses in obtaining such recovery.
(b) Each Person entitled to indemnification hereunder or otherwise to Damages in connection with the transactions contemplated in this Agreement shall take all commercially reasonable steps to mitigate all Damages after becoming aware of any event or circumstance that could reasonably be expected to give rise to any Damages that are indemnifiable or recoverable hereunder or in connection herewith. In the event that two or more indemnifications apply to the same Claim, the Indemnifying Party shall pay the maximum amount payable under any such indemnification without duplication.
Certain Other Limitations. Following the Closing, other than in the case of fraud, the indemnification provided by Section 9 shall be the sole and exclusive remedy for the Purchaser and for the Seller with respect to this Agreement or any of the agreements and/or transactions contemplated hereby or thereby. No indemnified party shall be entitled to indemnification from any indemnifying party under this Section 9 in respect of any consequential or punitive damages except for indemnification for consequential or punitive damages that are paid by an indemnified party to a third party (i.e. to a Person that is not an Affiliate of the indemnified party).
