Common use of DAMAGES; CERTAIN CURE RIGHTS; OFFSET Clause in Contracts

DAMAGES; CERTAIN CURE RIGHTS; OFFSET. Each Partner shall be liable (and each Partnership employee shall be required to agree to be liable) to the Partnership and the other Partners for any actual (but not consequential or incidental) damages arising from any breach hereof (or, in the case of an employee, acting outside the scope of the employee's authority granted by the General Partner or breaching any employment agreement with the Partnership). Upon any alleged breach or default of this Agreement by any Partner, it shall be a condition to any action against such Partner that such Partner have received notice of such alleged breach or default (which may be any notice otherwise required by this Agreement) and that such Partner shall have failed to cure or commence to cure such alleged breach or default within thirty (30) days following such notice and failed, at all times thereafter, to use diligent efforts to pursue such cure to completion, but in no event beyond ninety (90) days. Notwithstanding anything in this Agreement to the contrary, (a) there shall be no cure period for a Major Default, and (b) the only cure period for failure timely to make a Capital Contribution under Article 2 is set forth in Sections 2.2.1 and 2.

DAMAGES; CERTAIN CURE RIGHTS; OFFSET. Each Partner shall be liable (and each Partnership employee shall be required to agree to be liable) to the Partnership and the other Partners for any actual (but not consequential or incidental) damages arising from any breach hereof (orof this Agreement. Except as provided in Sections 2.1.2, 2.2.2.1, 3.5.4, 3.11, 4.3.2, 5.5.1, 5.5.3 or 7.6, the liability of any Partner shall be limited to such Partner's interest in the case of an employee, acting outside the scope of the employee's authority granted by the General Partner or breaching any employment agreement with the Partnership). Upon any alleged breach or default of this Agreement by any Partner, it shall be a condition to any action against such Partner that such Partner shall have received notice of such alleged breach or default (which may be any notice otherwise required by this Agreement) and that such Partner shall have failed to completely (at its expense, without right of reimbursement from the Partnership or the other Partners) cure or commence to completely cure such alleged breach or default within thirty (30) days following such notice and failed, at all times thereafter, to use diligent efforts to pursue such cure to completion, but in no event beyond ninety (90) days. Notwithstanding anything in this Agreement to the contrary, (a) there shall be no cure period for a Major Default, and (b) the only cure period for failure timely to make a Capital Contribution under Article 2 is set forth in Sections 2.2.1 and 2.