Excluded Losses. Losses that are reimbursable by the Seller hereunder shall not include any of the following:
(a) Excluded Losses, unless such Losses are incurred by a Reimbursed Party as a direct result of a final, nonappealable order of a court of competent jurisdiction awarding damages in connection with a Third Party Claim asserted against such Reimbursed Party that would otherwise constitute Excluded Losses;
(b) Losses arising from or in connection with claims asserted against the Purchaser by any of its Affiliates or any of its or their respective officers, directors, partners, employees, agents, creditors or stockholders (beneficial or of record);
(c) Losses attributable to or arising from overhead allocations or general internal and administrative costs or the costs of administering or complying with the pre-approval, submission or reporting requirements imposed by or under this Agreement (such as but not limited to in- house counsel costs);
(d) Losses reimbursable or payable by any Person (other than the Seller), including but not limited to recovery in the form of insurance proceeds; provided, however, that nothing contained herein shall require the Purchaser to pursue potential claims against prior servicers or originators even if the successful pursuit of such claims could reduce the Seller’s reimbursement obligation hereunder; or
(e) litigation costs (including attorneys’ fees and expenses) arising from or with respect to any bankruptcy action or foreclosure with respect to any Mortgage Loan.
Excluded Losses. The following losses will not be charged to the Collaboration Profit (Loss): (i) losses of a Party to the extent attributable to a breach of this Agreement by such Party, or (ii) losses subject to indemnification pursuant to Section 13.1 (Indemnity by Partner) or Section 13.2 (Indemnity by Amgen).
Excluded Losses. To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any of the following losses howsoever arising under or in connection with this Hybrid Terms & Conditions, whether in contract, tort (including negligence), breach of statutory duty, and including under the indemnity obligations under this Hybrid Terms & Conditions: (a) loss of actual or anticipated income (whether direct or indirect); (b) loss of actual or anticipated profits (whether direct or indirect); (c) loss of contracts or business (whether direct or indirect); or (d) special, indirect or consequential loss or damage of any kind.
Excluded Losses. As used in this Agreement, the term "Losses" shall exclude any consequential damages (including, without limitation, lost profits) or punitive or exemplary damages, except with respect to Third-Party Claims.
Excluded Losses. Despite anything in the Agreement expressed or implied to the contrary, to the extent permitted by law, neither party to the Agreement will be liable to the other for loss of actual or anticipated profit or revenue, loss of use, loss of income or rent, loss of business, loss of production, loss of contract, loss of anticipated savings or business, loss of financial opportunity, financing and holding costs, business interruption, delay costs, loss by reason of shutdown or increased expense of operation, loss or corruption of data, loss of goodwill, denial of use of any plant, port or facility, economic loss or any consequential, special, contingent, penal or indirect loss, damage or expense, whether arising out of a breach of the Agreement, in contract, in tort (including negligence), under statute or otherwise at law or in equity.
Excluded Losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses, or anticipated savings.
Excluded Losses. Notwithstanding any other provision of Section 9.04, 9.05 or 9.06, no indemnity shall be payable pursuant to Section 9.04, 9.05 or 9.06, if such Loss or Income Inclusion results directly from any of the following events:
(a) the failure of Lessor or Owner Participant to have a full taxable year for its taxable year in which the Closing Date occurs, for purposes of claiming cost recovery deductions;
(b) a determination by a United States taxing authority that the terms and conditions of the Operative Documents fail to result in this Lease being treated as a true lease for Federal income tax purposes, or that Owner Participant is not the purchaser, owner or lessor of the Facility Assets except if such determination shall result directly from any inaccuracy of the representations, warranties or covenants contained in Section 9.03 (e), (f), (j) or (k) or Section 5.01 (a), (b), (d), (e), (j), or (l) or 5.06 (a), (b), (d) or (e) of the Participation Agreement;
(c) the classification as a taxable entity of the trust created by the Trust Agreement
(d) noncompliance with Section 467 of the Code except (i) in connection with a change in the rental schedule after a Default or Event of Default shall have occurred or (ii) if any Lessee Person shall deduct any payment of Basic Rent in any period other than the period to which such payment is allocated hereunder unless such Lessee Person shall have received an opinion of Xxxxx, Xxxxxxxxxx or other independent tax counsel selected by Lessee Person and reasonably acceptable to Owner Participant to the effect that there is no reasonable basis for deducting such payments in the periods to which such payments are allocated under this Lease;
(e) the failure of Owner Participant to contest any proposed adjustment that it is required to contest pursuant to Section 9.08 in accordance with such provision;
(f) except with respect to any replacement or substitution of the Facility or any part of any thereof, any change in the Code enacted after the Closing Date;
(g) except as provided in Section 9.05, the treatment of any item of income, gain, loss or deduction as having been derived from sources outside the United States (under Section 861 of the Code or otherwise);
(h) the existence of the provisions set forth in Section 6.01(b) of the Participation Agreement or Section 3.01(a) of this Lease;
(i) a voluntary transfer (it being understood that the term "voluntary transfer" does not include any transfer provided for in the Operative...
Excluded Losses. Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall any of the Buyer Indemnified Parties or the Seller Indemnified Parties be entitled under this Agreement (including Article X) or otherwise to recover from Seller, any Affiliate of Seller or any of the other Seller Subject Parties or Buyer, any Affiliate of Buyer or any of the other Buyer Subject Parties, as applicable, and Buyer, on behalf of each of the Buyer Indemnified Parties, and Seller, on behalf of each of the Seller Indemnified Parties, waive any right to recover any Excluded Losses. This Section 12.18 shall not restrict any Party’s rights under Section 11.2 or any Party’s right to obtain specific performance.
Excluded Losses. Subject to clause 8.2, the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.
Excluded Losses. The weight or quantity of the Treated Goods printed on the Company’s tax invoice/delivery docket or on any other advice to the Customer shall be final unless the Customer gives written notice of any discrepancy in weight or quantity to the Company within seven days after taking delivery of the Treated Goods. If the Company receives notice of a discrepancy in weight or quantity from the Customer, the Customer must then give the Company a reasonable opportunity to inspect the Treated Goods in order to verify the loss before the Treated Goods are used, processed or sold by the Customer. The Customer at all times acknowledges and accepts that there shall be excluded losses of 3% of the original weight or quantity of the Goods as a result of the Treatment (being the industry norm for losses during Treatment).
