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 2.2.2. Notwithstanding anything in this Agreement to the contrary, all amounts payable to a Partner under this Agreement shall be subject to offset for amounts owed to the Partnership or the other Partner under this Agreement and shall be withheld and either retained by the Partnership or reallocated to the other Partner in a reasonable manner, as the case may be.

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 2.2.2. Notwithstanding anything in this Agreement to the contrary, all amounts payable to a Partner under this Agreement or to a Partner or an Affiliate of a Partner under any agreement with the Partnership or an Investment Entity shall be subject to offset for amounts owed to the Partnership or the other Partners and their Affiliates by such Partner or its Affiliates under this Agreement or such agreement with such Affiliate and shall be withheld and either retained by the Partnership or reallocated to the other Partner Partners in a reasonable manner, as the case may be.. If a Partner breaches this Agreement and fails to cure such breach within the time required by this Section 9.2, the Partners of the other Partner Group may take such actions (or cause the Partnership or any Investment Entity to take such actions) as are reasonably necessary to cure such breach at the breaching Partner's expense. If the Partners have established a course of conduct of granting Approvals orally as provided in Section 1.12, no Partner will be liable for any breach of this Agreement (regardless of whether such breach is capable of being cured) if such Partner reasonably and in good faith believed that such action was consented to orally by the other Partner Group; PROVIDED, HOWEVER, that the foregoing shall not apply with respect to the Approvals described in the last sentence of Section 1.12. Notwithstanding anything in this Agreement to the contrary, (i) no Highridge Partner shall be liable for any mistakes made by it in implementing the Development Plan for any Property that are made in good faith and do not constitute gross negligence, actual fraud or intentional misappropriation of funds and (ii) for purposes of applying Section 5.5 and this Section 9.2, a Highridge Partner shall not be liable for (or be ineligible to receive indemnification under Section 5.5 by reason of) the acts of any Affiliate of the Highridge Partners or of any employee of any Highridge Partner or their Affiliates, or be liable for (or be ineligible to receive indemnification under Section 5.5 by reason of) the acts of any Affiliate of any Highridge Partner, except to the extent that the act of such employee or Affiliate in question (A) occurred as a result of the failure of a Highridge Partner to conduct the employee and Affiliate supervision procedures to the extent required under Exhibit J or (B) occurred with the prior actual and specific knowledge of Xxxx X. Xxxx, Xxxxxx X. Xxxxxxxxx or Xxxxxx X.