Reduction of Liability. To the extent permitted by law, the liability of a party under or in connection with this Agreement will be reduced proportionately by the extent, if any, to which a Force Majeure Event or a breach of this Agreement by, or the negligent acts or omissions of, the other party (or its Personnel) caused or contributed to the relevant Loss suffered or incurred by the other party.
Reduction of Liability. A liability of a Party to the other Party under this clause 16.5 is reduced to the extent that:
(a) the other Party has not taken all reasonable steps to minimise its own liability, loss or damage in relation to an act, omission or event; or
(b) an act or omission by the other Party has contributed to any liability, loss or damage incurred.
Reduction of Liability. The liability of a party furnishing a bond or escrow shall be reduced, upon payment of any bond or escrow to the Surviving Plans, by the amount thereof in accordance with Section 4204(a)(4) of ERISA.
Reduction of Liability. In the event that any member of the Merck Group makes a payment to any Medco Indemnitee hereunder, and the Liabilities on account of which such payment was made are subsequently diminished or reduced, either directly or through a third-party recovery, Medco will promptly repay (or will procure a Medco Indemnitee to promptly repay) such member of the Merck Group the amount by which the payment made by such member of the Merck Group exceeds the actual cost of the associated indemnified Liabilities.
Reduction of Liability. In the event that any member of the Biotechnologies Group makes a payment to any BioPharma Indemnitee hereunder, and the amount of Liabilities paid or the direct out-of-pocket costs incurred by BioPharma for the Indemnitee are subsequently recovered by the BioPharma Indemnitee, either directly or through a third-party recovery (other than as a result of a recovery under an insurance policy owned by BioPharma and under which Biotechnologies is not an insured or an additional insured), BioPharma will promptly repay (or will procure the relevant BioPharma Indemnitee promptly to repay) such member of the Biotechnologies Group the amount by which the payment made by such member of the Biotechnologies Group exceeds the amount of the Liabilities actually paid by the BioPharma Indemnitee.
Reduction of Liability. In the event that any member of the BioPharma Group makes a payment to any Biotechnologies Indemnitee hereunder, and the amount paid or the direct out-of-pocket costs incurred by the Biotechnologies Indemnitee for the Liabilities on account of which such payment was made are subsequently recovered by the Biotechnologies Indemnitee, either directly or through a third-party recovery, Biotechnologies will promptly repay (or will procure an Biotechnologies Indemnitee to promptly repay) such member of the BioPharma Group the amount by which the payment made by such member of the BioPharma Group exceeds the amount of the Liabilities actually paid by the Biotechnologies Indemnitee.
Reduction of Liability. Each party’s liability in contract, tort, negligence or otherwise is reduced by the extent, if any, to which the other party contributed to the relevant loss or liability.
Reduction of Liability. The calculation of any Losses shall take into account any insurance, warranty, litigation or settlement proceeds recoverable by and paid to the Indemnified Party (net of any costs and expenses, and net of any insurance premium increases resulting from such Losses or claims relating to such Losses) from any third party relating to the liability that gave rise to the indemnity.
Reduction of Liability. In the event that any member of the Medco Group makes a payment to any Merck Indemnitee hereunder, and the Liabilities on account of which such payment was made are subsequently diminished or reduced, either directly or through a third-party recovery (other than as a result of a recovery under a Merck Insurance Policy, unless such recovery is pursuant to the Credit Support Insurance Coverage, if any), Merck will promptly repay (or will procure the relevant Merck Indemnitee promptly to repay) such member of the Medco Group the amount by which the payment made by such member of the Medco Group exceeds the actual cost of the associated indemnified Liabilities.
Reduction of Liability. The liability of the Developer pursuant to subclause 10.1 shall be reduced to the extent that any relevant loss, damage, cost, expense or liability was caused by SEW. SEW may, in good faith, estimate the liability of the Developer pursuant to subclause 10.1 that arises in relation to rectification of a Defect and upon that estimate being provided to the Developer the estimate shall be a debt due and payable by the Developer to SEW. The debt arising pursuant to paragraph 10.3(a): is payable upon the estimate being provided to the Developer; is provisional only; and may be adjusted as a result of the Developer taking proceedings to establish the final quantum of the liability in relation to rectification of the Defect. SEW’s Requirements The Developer must comply with SEW’s Requirements. SEW may amend any of SEW’s Requirements from time to time. If the Developer considers that the amendment to SEW’s Requirements constitutes a variation to the Works or Services it may notify SEW within 10 Business Days and SEW shall, if it agrees that the amendment constitutes a variation to the Works or Services, provide a request in writing to the Developer to vary the Works or Services in accordance with clause 5.2(a). If the Developer does not provide a notice in accordance with clause 11.2(b) then the amendment to SEW’s Requirements shall form part of the Developer's obligations under this Agreement. OHS The Developer must, in relation to the Works or Services, comply with, and procure compliance with the OHS Law. The Developer acknowledges and agrees that the Developer, its Accredited Consultant or Accredited Contractor shall be the only parties who may exercise management and control over the area in which the Works or Services are being undertaken. SEW acknowledges that the Developer may appoint its Accredited Consultant or Accredited Contractor as the 'principal contractor' for the purposes of the OHS Law. SEW shall be entitled to access to the area in which the Works or Services are being undertaken provided that it shall comply with the reasonable directions of the Developer's Personnel in relation to safety on such area.
