Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4) or (6) of the definition thereof in the Land CDPA, (x) Excluded Taxes, (y) Losses incurred or suffered by any Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered in connection with the execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even Amount, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) i BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4) or (6) of the definition thereof in the Land Building 3 CDPA, (x) Excluded Taxes, (y) Losses incurred or suffered by any Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered in connection with the execution of the Participation Agreement or Land Building 3 Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants may undertake before entering into the Participation Agreement or Land Building 3 Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Building 3 Lease and other Land Building 3 Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Building 3 Break Even Amount and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Land Building 3 Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Building 3 Break Even AmountAmount and the Maximum Permitted Prepayment, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse an Interested Party for:: [Improvements - Building 3]
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Exceptions and Qualifications to Indemnities. (ivi) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase IV - Improvements), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Improvements Lease and other Land Operative Documents) to include the following in the calculation of the Stipulated Loss Value or Value, and the Land Break Even Amount Price (as applicable) or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or Value, and the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:for costs paid by BNPLC with the proceeds of the Initial Funding Advance as part of the Transaction Expenses. Further, if an Interested Party receives a written notice of Losses that such Interested Party believes are covered by the indemnity in subparagraph 5.(c)(i), then such Interested Party will be expected to promptly furnish a copy of such notice to NAI. The failure to so provide a copy of the notice to NAI shall not excuse NAI from its obligations under subparagraph 5.(c)(i); provided, that if NAI is unaware of the matters described in the notice and such failure renders unavailable defenses that NAI might otherwise assert, or precludes actions that NAI might otherwise take, to minimize its obligations, then NAI shall be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against the Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPLC fails to provide NAI with a copy of a notice of an obligation covered by the indemnity set out in subparagraph 5.(c)(i) and NAI is not otherwise already aware of such obligation, and if as a result of such failure BNPLC becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if NAI had been promptly provided with a copy of the notice, then NAI will be excused from any obligation to BNPLC (or any Affiliate of BNPLC) to pay the excess.
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Exceptions and Qualifications to Indemnities. (i) i BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4) or (6) of the definition thereof in the Land Buildings 1&2 CDPA, (x) Excluded Taxes, (y) Losses incurred or suffered by any Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered in connection with the execution of the Participation Agreement or Land Buildings 1&2 Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants may undertake before entering into the Participation Agreement or Land Buildings 1&2 Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Buildings 1&2 Lease and other Land Buildings 1&2 Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Buildings 1&2 Break Even Amount and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Land Buildings 1&2 Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Buildings 1&2 Break Even AmountAmount and the Maximum Permitted Prepayment, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase II - Land), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount Price or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase II - Improvements), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Improvements Lease and other Land Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even Amount Price and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even AmountPrice and the Maximum Permitted Prepayment, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase IV -- Land), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount Price or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase IV - Land), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount Price or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:for costs paid by BNPLC with the proceeds of the Initial Funding Advance as part of the Transaction Expenses. Further, if an Interested Party receives a written notice of Losses that such Interested Party believes are covered by the indemnity in subparagraph 5.(c)(i), then such Interested Party will be expected to promptly furnish a copy of such notice to NAI. The failure to so provide a copy of the notice to NAI shall not excuse NAI from its obligations under subparagraph 5.(c)(i); provided, that if NAI is unaware of the matters described in the notice and such failure renders unavailable defenses that NAI might otherwise assert, or precludes actions that NAI might otherwise take, to minimize its obligations, then NAI shall be excused from its obligation to indemnify such Interested Party (and any Affiliate of such Interested Party) against the Losses, if any, which would not have been incurred or suffered but for such failure. For example, if BNPLC fails to provide NAI with a copy of a notice of an obligation covered by the indemnity set out in subparagraph 5.(c)(i) and NAI is not otherwise already aware of such obligation, and if as a result of such failure BNPLC becomes liable for penalties and interest covered by the indemnity in excess of the penalties and interest that would have accrued if NAI had been promptly provided with a copy of the notice, then NAI will be excused from any obligation to BNPLC (or any Affiliate of BNPLC) to pay the excess.
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Exceptions and Qualifications to Indemnities. (i) i. BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase III - Improvements), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Improvements Lease and other Land Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even Amount Price and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even AmountPrice and the Maximum Permitted Prepayment, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone SGC to pay or reimburse (w) any costs or expenses incurred by any an Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses for: (1), (2), (3), (4) or (6) of the definition thereof in the Land CDPA, (x) Excluded Taxes, ; (y2) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party; (3) withholding of taxes permitted by subparagraph 5.(f); (4) general overhead or internal administrative expenses of BNPLC or any other Interested Party, or except to the extent allowed by subparagraph 5.(c)(i) because of changes described in that subparagraph after the Effective Date; (z5) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement Agreement; (6) Losses incurred or Land Pledge Agreementsuffered by any Interested Party after, and not proximately caused by events or circumstances that actually or allegedly occurred or existed on or before, the later of the dates upon which (A) this Lease terminates or expires, or (B) SGC surrenders possession of the Property. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even Amount Price and the Maximum Permitted Prepayment (as applicable) or to collect Base Rent, Issue 97-10 Prepayments, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Outstanding Construction Allowance, Stipulated Loss Value or Value, the Land Break Even AmountPrice and the Maximum Permitted Prepayment, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a5.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone SGC to pay or reimburse an Interested Party for:
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Samples: Lease Agreement (Solectron Corp)
Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase II - Land), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount Price or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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Exceptions and Qualifications to Indemnities. (i) BNPLC acknowledges and agrees that nothing in subparagraph 4.(a4(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for (w) any costs or expenses incurred by any Interested Party (including BNPLC or any transferee of BNPLC) to accomplish any Permitted Transfers described in clauses (1), (2), (3), (4), (6) or (67) of the definition thereof in the Land CDPACommon Definitions and Provisions Agreement (Phase V - Land), (x) Excluded Taxes, (y) Losses incurred or suffered by any such Interested Party that are proximately caused by (and attributed by any applicable principles of comparative fault to) the Established Misconduct of that Interested Party, or (z) Losses incurred or suffered by Participants in connection with the their negotiation or execution of the Participation Agreement or Land Pledge Agreement by Participants (or supplements making them parties thereto) or in connection with any negotiation or due diligence Participants they may undertake before entering into the Participation Agreement or Land Pledge Agreement. Further, without limiting BNPLC's rights (as provided in other provisions of this Land Lease and other Land Operative Documents) to include the following in the calculation of Stipulated Loss Value or the Land Break Even Amount Price or to collect Base Rent, a Land Supplemental Payment and other amounts, the calculation of which depends upon the Stipulated Loss Value or the Land Break Even AmountPrice, BNPLC acknowledges and agrees that nothing in subparagraph 4.(a4(a) or the preceding subparagraphs of this Paragraph 5 shall be construed to require Zhone NAI to pay or reimburse an Interested Party for:
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