Further Limitation. Notwithstanding any provision of this Payment in Lieu of Tax Agreement to the contrary, the Agency shall not be obligated to take any action pursuant to any provision hereof unless (1) the Agency shall have been requested to do so in writing by the Company, and (2) if compliance with such request is reasonably expected to result in the incurrence by the Agency (or any of its members, officers, agents, servants or employees) of any liability, fees, expenses or other costs, the Agency shall have received from the Company security or indemnity and an agreement from the Company to defend and hold harmless the Agency satisfactory to the Agency for protection against all such liability, however remote, and for the reimbursement of all such fees, expenses and other costs.
Further Limitation. The obligation of WuXi under Section 9.1 and Customer under Section 9.2 is limited to one-hundred thousand dollars ($100,000) per event, except that this limitation will not apply with respect to any indemnifiable claim arising out of or relating to gross negligence, fraud or willful misconduct by the indemnifying Party under this Agreement. Except for claims arising under indemnities contained herein, any claim must be brought by either Party within one (1) year from the completion of Services under which such claim arises or such claim will be forever barred.
Further Limitation. Seller’s liability shall be further limited or reduced:
(a) If and to the extent that such claims have been taken into account in the determination of the Purchase Price or if and to the extent that the Buyer would otherwise recover under this Agreement from the Seller more than once in respect of the same Damage suffered, or the same facts or circumstances.
(b) If and to the extent that facts, matters or circumstances which give rise to a claim against the Seller in accordance with this Agreement result in any financial benefits or financial advantages for the Company, the Buyer or any of Buyer's Affiliates, in which event the Seller’s liability will be reduced by the amount equal to any such benefits or advantages.
(c) If and to the extent the Buyer or, following Closing, the Company has failed to use its Best Efforts to mitigate the loss or damage.
(d) If and to the extent that such claim is covered by any provision, reserve or valuation allowance made in the financial statements of the Company.
(e) If and to the extent that any costs, damages and expenses have been recovered or, by applying their Best Efforts, could have been recovered by the Buyer or the Company from any third party (including, but not limited to, an insurer), after the deduction of all direct costs and expenses incurred in making such recovery; it being understood and agreed between the Parties that any such amounts received or recovered by the Buyer or the Company from any third party shall be deducted from the amount counting towards the Deductible Amount and the De Minimis Amount.
(f) If and to the extent that, as a result of such a claim or the facts underlying such claim, any Tax payable by the Buyer or the Company is or will be reduced, provided that if and to the extent any Tax saving arises in the future, such saving is discounted accordingly.
(g) If and to the extent the liability is resulting from or attributable to an act, omission, transaction, change of past practice or arrangement of the Buyer or, after the Closing, of the Company.
(h) If and to the extent that such claim arises or is increased as a result of any new legislation, regulation or rule of law not in force at the date hereof or any amendment of any legislation, regulation, rule of law or practice after the date hereof.
Further Limitation. Subject to the provisions of Section 8.4 hereof and any other provision of this Agreement to the contrary, none of the Assignors shall have liability, either express or implied, for (i) the collectibility of the Loans made to Borrowers under, or the enforceability of, any of the Loan Documents; (ii) the financial condition or creditworthiness of any of the Borrowers; (iii) any credit or other information furnished by the Borrowers to any Assignor; or (iv) the value of any Collateral.
Further Limitation. The obligation of WuXi AppTec under Section 9.1 and Customer under Section 9.2 is limited to **** per claim, except that this limitation will not apply with respect to any indemnifiable claim arising out of or relating to fraud or willful misconduct by the indemnifying Party under this Agreement Except for claims arising under indemnities contained herein, any claim must be brought by either Party within **** from the completion of Services under which such claim arises or such claim will be forever barred.
Further Limitation. To the extent that applicants have rental arrears, grantees may not make commitments for prospective rent payments unless they have also provided assistance to reduce an eligible household’s rental arrears.
Further Limitation. Notwithstanding any provision of this Agreement to the contrary, the Agency shall not be obligated to take any action pursuant to any provision hereof unless (1) the Agency shall have been requested to do so in writing by the Real Estate Holding Company and/or the Operating Company, and (2) if compliance with such request is reasonably expected to result in the incurrence by the Agency (or any of its members, officers, agents, servants or employees) of any liability, fees, expenses (including, without limitation, attorneys’ fees and expenses) or other costs, the Agency shall have received from the Real Estate Holding Company and/or the Operating Company security or indemnity and an agreement from the Real Estate Holding Company and/or the Operating Company to defend and hold harmless the Agency satisfactory to the Agency for protection against all such liability, however remote, and for the reimbursement of all such fees, expenses and other costs.
Further Limitation. TO THE EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. IF WE CANNOT LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES WILL BE LIMITED IN DURATION TO THE DURATION OF THIS EXPRESS LIMITED WARRANTY AND TO REFUND, REPAIR OR REPLACEMENT SERVICE AS DETERMINED BY US IN OUR SOLE DISCRETION.
Further Limitation. Whereas there are inherent risks of microorganism contamination of Product resulting from the open process steps associated with Patient Tumor acquisition and the Process as of the Effective Date, LBIO agrees that notwithstanding anything to the contrary in this Agreement, for so long as the Process has such open process steps, Company shall not be liable for any damages of any kind whatsoever, including Losses where such damages or Losses arise or result from the contamination of Product by microorganisms, including viruses. This limitation shall not apply if the contamination was caused by the negligence, willful misconduct or breach of this Agreement by Company.
Further Limitation. (a) Subject to clauses 8.4(b), 8.4(c) and 8.4(d), Xxxxxx shall not be entitled to damages or any other payment in respect of a Claim (including from the Escrow Account) to the extent that it relates to the Recovery Matters if:
