Other Limitations on Liability. (a) To the extent that any Damages are covered by insurance or any right to indemnification (other than pursuant to this Article 6) held by such indemnified party, such indemnified party shall be entitled to indemnification pursuant to Section 6.1 of this Agreement, only with respect to the amount of Damages that are in excess of the cash proceeds received by such indemnified party pursuant to such insurance or right to indemnification. If such indemnified party receives such cash insurance or indemnification proceeds prior to the time such claim for Damages is paid, then the amount payable by the indemnifying party pursuant to such claim shall be reduced by the amount of such proceeds. If such indemnified party receives such cash insurance or indemnification proceeds after such claim has been paid, then, as promptly as practicable following the receipt by the indemnified party of any cash proceeds pursuant to such insurance or right to indemnification, such indemnified party shall repay any portion of the amount previously paid by the indemnifying party to such indemnified party in satisfaction of such claim for which such cash insurance or indemnification proceeds were paid.
(b) Notwithstanding anything herein to the contrary, to the extent that the Investors or the Company waives satisfaction of one or more conditions set forth in Section 4.1 and 4.2 or 5.1 and 5.2, respectively, of this Agreement, which conditions were not satisfied due to one or more events, conditions or circumstances that occurred after the date of this Agreement and that were specifically disclosed in writing to the Investors or the Company, respectively, prior to the Closing, the Company or the Investors, respectively, shall not have any liability hereunder for such matter or matters but only to the extent so disclosed.
(c) Neither party to this Agreement nor any of its Affiliates or Representatives shall be liable to any other party hereto or any of its Affiliates or Representatives for claims for punitive, special, exemplary or incidental damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act of similar law or any other legal or equitable principle. No party shall be entitled to rescission of this Agreement as a result of breach of any other party's representations, warranties, covenants or agreements, or for any other matter.
(d) With respect to any matter as to which ...
Other Limitations on Liability. No Buyer Indemnified Person shall have any claim or recourse against the Seller or any of its Affiliates or Representatives under this Article VIII with respect to any breach by the Seller of any representation, warranty or covenant in this Agreement to the extent the Seller demonstrates that any of the individuals included in the definition of Knowledge of the Buyer had actual knowledge of such breach at least five (5) days prior to the Closing and knew that such breach would reasonably likely result in Losses, without regard to the limits in this Article VIII. For the avoidance of doubt, each of the individuals included in the definition of Knowledge of the Buyer shall be deemed to have actual knowledge of all information set forth in this Agreement, in the Schedules (including any update or amendment to the Schedules furnished by the Seller at least five (5) days prior to the Closing), and with respect to any matter waived by Buyer in writing at or prior to the Closing or made known in writing to the Buyer by the Seller at least five (5) days prior to the Closing.
Other Limitations on Liability. (a) Any action for breach of this Agreement by a Party arising during the Term must be commenced within *** after the end of the Term, provided nothing in this Section 6.06(a) shall apply to any claim by either Party for indemnification under Section 6.01 or 6.02, or to any claim by either Party for breach of the other Party’s indemnity obligation.
(b) BMS and the Company shall cooperate with each other in resolving any claim or liability with respect to which a Party is obligated to indemnify the other under this Agreement, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. including without limitation, by making commercially reasonable efforts to mitigate or resolve any such claim or liability.
Other Limitations on Liability. (a) Any action for breach of this Agreement by a Party arising during the Term must be commenced within twelve (12) months after the end of the Term, provided nothing in this Section 6.06(a) shall apply to any claim by either Party for indemnification under Section 6.01 or 6.02, or to any claim by either Party for breach of the other Party's indemnity obligation.
(b) BMS and the Company shall cooperate with each other in resolving any claim or liability with respect to which a Party is obligated to indemnify the other under this Agreement, including without limitation, by making commercially reasonable efforts to mitigate or resolve any such claim or liability.
Other Limitations on Liability. (a) The Parties shall use commercially reasonable efforts to mitigate its Losses in respect of any Indemnity Claim hereunder, including by making insurance claims on insurance policies.
(b) Subject to Section 9.4(c):
Other Limitations on Liability. (i) Neither of the Paying Agent nor the Custodian shall be deemed to have knowledge of any default, event of default, event or information, or be required to act upon any default, event of default, event or information (including the sending of any notice) unless the Paying Agent or Custodian shall have received written notice sent to the Paying Agent or the Custodian in accordance with Section 18.1 or a Responsible Officer of the Paying Agent or the Custodian has actual knowledge of such event or information and shall have no duty to take any action to determine whether any such event, default or event of default has occurred.
(ii) Delivery of any reports, information and documents to the Paying Agent or the Custodian provided for herein is for informational purposes only and the Paying Agent’s or Custodian’s receipt of such reports (including monthly distribution or servicer reports) and any Custodial and Paying Agency Agreement publicly available information, shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein.
(iii) Knowledge of the Paying Agent shall not be attributed or imputed to U.S. Bank Trust Company, National Association’s (or its Affiliates’) other roles in the transaction or any other transaction (and vice versa).
(iv) None of the Paying Agent, the Custodian or any of their respective directors, officers or employees shall be liable for any act or omission hereunder except in the case of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction or as otherwise agreed to by the applicable parties).
(v) None of the Paying Agent, the Custodian or any of their respective officers or employees shall be required to ascertain whether the issuance or sale of the Purchase Money Notes or any Facility Loans has been duly authorized or is in compliance with any other agreement to which the Company is a party (whether or not the Paying Agent or Custodian is also a party to such other agreement).
(vi) The Paying Agent and the Custodian shall not be bound to make any investigation into or to recalculate or otherwise verify the facts or matters stated in any certificate, report or other document.
(vii) In no event shall the Paying Agent or the Custodian be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to, lost profits), even if the Paying Agent or the Cus...
Other Limitations on Liability. (i) The Buyer Indemnified Parties shall not be entitled to recover from the Indemnifying Parties pursuant to this Article XI more than once in respect of the same Damages suffered. The Stockholder Indemnified Parties shall not be entitled to recover from the Indemnifying Parties pursuant to this Article XI more than once in respect of the same Damages suffered.
(ii) Each Indemnified Party shall comply with all obligations it may have to mitigate any indemnifiable Damage under applicable Law.
Other Limitations on Liability. IBS is not liable for property belonging to residents which may be lost, stolen, or damaged in any manner that may occur on the premises. Residents assume total liability for any injury, damage, property loss, or expense resulting from modifications to the room completed by the residents. Personnel of IBS may order the immediate removal of room modifications found hazardous to personal safety or that pose a fire hazard. Decisions regarding safety or fire hazards are made exclusively by housing personnel.
Other Limitations on Liability. In no event shall any shareholder, constituent partner or member, director, officer, employee or agent of a Party be personally liable for any obligation of such Party hereunder. Neither Party shall be entitled to recover from the other Party consequential, exemplary, incidental, special or punitive damages for a breach by the other Party of this Agreement.
Other Limitations on Liability. No Party shall be liable for any consequential, punitive, special or incidental damages, or damages measured by any diminution in value, under this Article VI (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article VI) in or pursuant to this Agreement (it is understood that nothing in this Section 6.4 shall limit the right of an Indemnified Party to be indemnified for punitive, special or incidental damages in a Third Party Claim). Notwithstanding the foregoing, the foregoing limitations on damages shall not apply in the event of any breach of covenant by a Party done in bad faith or with the intent of frustrating the purposes of this Agreement and the transactions contemplated hereby.
