Limitations on Losses Sample Clauses

Limitations on Losses. The Custodian will not be responsible for any loss or damage suffered by the Client unless the loss or damage results from the Custodian’s negligence, wilful misconduct or fraud or the negligence, wilful misconduct or fraud of its nominees or any branch or subsidiary or subcustodian or administrative support provider; in the event of such negligence or wilful misconduct the liability of the Custodian in connection with the loss or damage will not exceed (i) the lesser of replacement of any Securities or the market value of the Securities to which such loss or damage relates at the time the Client reasonably should have been aware of such negligence or wilful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Cash Account. Under no circumstances will the Custodian be liable to the Client for consequential loss or damage, even if advised of the possibility of such loss or damage.

Limitations on Losses. Notwithstanding any contrary provision of this Agreement: (a) the aggregate Liability of Seller under (i) Section 16.2(a)(i) for the sum of indemnification payments and the costs and expenses of defense shall be limited to 15% of the Base Purchase Price and (ii) the terms of this Agreement, including Section 16.2(a)(i), shall be limited to 20% of the Base Purchase Price; (b) Seller shall have no Liability under Sections 16.2(a)(i) or (ii) for indemnification until such time as the aggregate amount of all Losses suffered or incurred by the Indemnified Purchaser Parties subject to indemnification under Sections 16.2(a)(i) or (ii) exceeds the Indemnification Threshold, and if the aggregate amount of all such Losses exceeds the Indemnification Threshold, then Seller shall only be obligated to indemnify the Indemnified Purchaser Parties for such excess; (c) the Liability and obligations of Seller under Section 16.2(a)(iv) shall be limited in all respects as provided in Section 5.7(b); (d) the Parties shall treat, for Tax purposes, any amounts paid under this Article 16 as an adjustment to the Purchase Price; (e) the amount of any Claims and Losses for which Purchaser or any Indemnified Purchaser Party is entitled to indemnity under this Article 16 shall be reduced by the amount of Tax benefit realized or the amount of insurance or other third party proceeds, reimbursements or claims realized or that could reasonably be expected to be realized by Purchaser or the Indemnified Purchaser Party if a claim were properly pursued under the relevant insurance arrangements with respect to such Losses and Claims and Purchaser shall use Commercially Reasonable Efforts to pursue and prosecute any and all claims against Third Parties for which Purchaser or any Indemnified Purchaser Party is entitled to indemnity from Seller hereunder; provided, however, to the extent Purchaser or any Indemnified Purchaser Party is entitled to indemnity under this Article 16, subject to the terms of this Article 16 such Purchaser and the other Indemnified Purchaser Parties shall, subject to the terms of this Article 16, be entitled to indemnity for any unreimbursed Losses (including reasonable attorney’s fees) incurred by Purchaser or any Indemnified Purchaser Party in connection with the pursuit or prosecution of any such claims against Third Parties. (f) each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or cond...

Limitations on Losses. (a) No amounts of indemnity shall be payable in the case of a claim or claims by an Indemnified Party under this Article VI unless such Indemnified Party has suffered, incurred, sustained or become subject to losses in excess of $35,000 in the aggregate (the “Threshold”), in which event such Indemnified Party shall be entitled to claim indemnity for the full amount of its losses; provided, however, that the Threshold shall not apply and need not be surpassed for any claims with respect to matters covered by Sections 4.3 and 4.12. (b) In case any event shall occur that would otherwise entitle any party to assert a claim for indemnification hereunder, no Losses shall be deemed to have sustained by such party to the extent of (i) any actual tax savings realized by such party with respect thereto or (ii) any proceeds (net of taxes and collection costs) received by such party from any property insurance policies maintained by or on behalf of such party with respect to losses to such party’s property. The parties agree to submit a claim under such property insurance policies prior to making a request for indemnification hereunder. (c) Except as otherwise set forth below, the Purchaser may not seek indemnification from the Sellers for the Purchaser’s Indemnification Events, and the Sellers may not seek indemnification from the Purchaser for the Seller’s Indemnification Events, after two (2) years from the Closing Date. For Third Party Claims relating to Taxes, the foregoing limitation shall not apply and an Indemnified Party may seek indemnification from an Indemnifying Party through and until the expiration of the statutory limitations period.

Limitations on Losses. Under no circumstance shall either party be liable to the other Party under this Letter for punitive damages or indirect, special or incidental damages, or damage to reputation, arising out of or in connection with any breach or alleged breach of any of the terms herein, including damages alleged as a result of tortious conduct.

Limitations on Losses. Except by way of indemnification arising out of any Third Party Action and notwithstanding anything in this Agreement or other agreement entered into pursuant to the Closings to the contrary, under no circumstances shall any Party be liable to any Indemnified Party under this Article 7 or any other provision of this Agreement, any Local Sale Agreement, the Shared Services Agreement, the Brazil Asset Purchase Agreement or the Nortel Proprietary Software License Agreement, for punitive damages or indirect, special, incidental or consequential damages or for any loss of profits, revenues or sales or damage to reputation, arising out of or in connection with any such agreement or the transactions contemplated thereby or any breach or alleged breach of any of the terms thereof, including damages alleged as a result of tortious conduct. Without limiting the foregoing, neither the Purchaser nor the Seller shall be liable under Article 7 for any Losses relating to any matter (A) to the extent there is included in the Closing Statement of Assets and Liabilities a liability relating to such Loss which reduces the Purchase Price or (B) to extent the Purchaser or the other Indemnified Parties had otherwise been compensated pursuant to the Purchase Price adjustment provisions under Section 2.4. Execution Copy

Limitations on Losses. Anything in this Agreement or otherwise to the contrary notwithstanding: (a) No party shall be entitled to indemnification for the amount of any Losses in excess of the amount of such Losses which would have been incurred, but for the failure of such party to take reasonable action to mitigate such Losses upon becoming aware of any claim. (b) No party shall be entitled to indemnification for the amount of any Losses in excess of the amount of such Losses which would have been incurred, but for: (a) the unlawful conduct of such party; or (b) the breach or default by such party of any representation, warranty, covenant, obligation or agreement under this Agreement. (c) In determining the amount of any claim for which an Indemnified Party is entitled to indemnification pursuant to this Article VIII, the parties shall make appropriate adjustments for tax benefits. (d) No party shall be entitled to indemnification under this Agreement for any incidental, indirect, special, collateral, consequential, exemplary or punitive damages. (e) All indemnification payments under this Article VIII shall be deemed adjustments to the Purchase Price.

Limitations on Losses. The Custodian will not be responsible for any loss or damage suffered by the Client unless the loss or damage results from the Custodian’s negligence, wilful misconduct or fraud or the negligence, wilful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or wilful misconduct the liability of the Custodian in connection with the loss or damage will not exceed (i) the lesser of replacement of any Securities or the market value of the Securities to which such loss or damage relates (together with replacement costs consisting of broker fees, transfer fees or similar expenses required to effect replacement of any asset at such fair market value) at the time the Client reasonably should have been aware of such negligence or wilful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Cash Account. Under no circumstances will the Custodian be liable to the Client for consequential loss or damage (which do not include replacement costs referenced above), even if advised of the possibility of such loss or damage.

Limitations on Losses i. In no event will the Custodian be responsible or liable for any loss, claim or damage suffered by the Client, except to the extent of a final, non-appealable judicial determination that such loss, claim or damage directly resulted from the gross negligence, willful misconduct or fraud of the Custodian. In the event of such final, non-appealable judicial determination, the liability of the Custodian will not exceed the lesser of (a) the replacement cost of any Assets and (b) the market value of the Assets (as determined by the Custodian) to which such loss or damage relates at the time the Client reasonably should have been aware of such gross negligence, willful misconduct or fraud. In the event of any loss sustained by the Client for which the Custodian is liable hereunder, the liability of the Custodian shall be reduced to the extent that the Client’s own negligence contributed to such loss.

Limitations on Losses. The Custodian will not be responsible for any loss or damage suffered by the Client or the Fund unless the loss or damage results from the Custodian's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any subcustodian or administrative support providers; in the event of such negligence or willful misconduct the liability of the Custodian in connection with the loss or damage will not exceed direct damages to the Client or the Fund. Under no circumstances will the Custodian be liable to the Client or the Fund for consequential loss or damage, even if advised of the possibility of such loss or damage.

Limitations on Losses. (i) The amount of any Loss or Claim arising out of, attributable to, or in connection with each Indemnified Environmental Defect must exceed the Environmental Defect Deductible before Seller shall have any Liability or obligation under this Section 6.6 or Section 16.2(a)(v) with respect to such Loss or Claim, and if such Loss or Claim exceeds the Environmental Defect Deductible, the obligation of Seller to indemnify Purchaser under this Section 6.6 and Section 16.2(a)(v) for such Loss or Claim shall apply from the first dollar of such Loss or Claim in excess of the Environmental Defect Deductible. (ii) The aggregate Liability of Seller for all Losses and Claims arising out of, attributable to, or in connection with all Indemnified Environmental Defects shall not exceed the difference of: (A) the aggregate sum of Purchaser’s Environmental Defect Values with respect to such Indemnified Environmental Defects; minus (B) the Environmental Defect Deductible. (iii) The aggregate Liability of Seller for all Losses and Claims arising out of, attributable to, or in connection with any particular Indemnified Environmental Defect shall not exceed Purchaser’s Environmental Defect Value with respect to such Indemnified Environmental Defect.