Mitigation; Exculpation Clause Samples
The Mitigation; Exculpation clause serves to limit a party's liability by requiring the other party to take reasonable steps to reduce or prevent losses that may arise from a breach or other harmful event. In practice, this means that if one party suffers damages, they must act to minimize those damages rather than allowing them to accumulate unnecessarily, such as by seeking alternative suppliers or remedies. The clause also typically provides that a party is not liable for losses that could have been avoided through reasonable mitigation efforts. Its core function is to allocate risk fairly and prevent one party from being held responsible for avoidable or excessive losses, thereby encouraging proactive problem-solving and fairness in the event of a dispute.
Mitigation; Exculpation. Each Lender agrees that it will promptly notify the Borrower in writing upon its becoming aware that any payments are to become due to it under the Credit Agreement pursuant to Section 2.11 or 2.12. Each Lender further agrees that it will use reasonable efforts not materially disadvantageous to it (in its reasonable determination) in order to avoid or minimize, as the case may be, the payment by the Borrowers of any additional amounts pursuant to Section 2.11 or 2.
Mitigation; Exculpation. 2.14.1. Each Lender agrees that it will promptly notify the Borrower in writing upon its becoming aware that any payments are to become due to it under this Credit Agreement pursuant to Section 2.12 or 2.13. Each Lender further agrees that it will use reasonable efforts not materially disadvantageous to it (in its reasonable determination) in order to avoid or minimize, as the case may be, the payment by the Borrower of any additional amounts pursuant to Section 2.12 or 2.13. Each Lender represents, to the best of its knowledge, that as of the Restatement Effective Date no such amounts are payable to it.
2.14.2. Borrower shall not be liable to any Lender for any payments under Section 2.12 or 2.13 arising to the extent of such Lender's gross negligence or willful misconduct or breach of any laws (other than as a result of Borrower's breach), or for amounts which were incurred more than ninety (90) days prior to the date Borrower are notified of the incurrence of such amount.
Mitigation; Exculpation. Each Lender agrees that it will promptly notify the Borrower in writing upon its becoming aware that any payments are to become due to it under the Credit Agreement pursuant to Section 2.15 or 2.16. Each Lender further agrees that it will use reasonable efforts not materially disadvantageous to it (in its reasonable determination) in order to avoid or minimize, as the case may be, the payment by the Borrower of any additional amounts pursuant to Section 2.15 or 2.16. Each Lender represents, to the best of its knowledge, that as of the Third Amendment Effective Date no such amounts are payable.
Mitigation; Exculpation a. Each Lender agrees that it will promptly notify the Borrower in writing upon its becoming aware that any payments are to become due to it