Restrictions on claims.
11.1 Notification and mitigation
(a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and
(b) subject to Clause 11.1(c), shall take all reasonable steps to prevent, mitigate and restrict the circumstances giving rise to that claim and any Relevant Losses connected with that claim; but
(c) shall not be required to exercise any specific remedy available to it under this contract.
Restrictions on claims.
11.1 Notification and mitigation A party wishing to claim under any indemnity provided for in this contract:
(a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and
(b) subject to clause 11.1(c), shall take all reasonable steps to prevent, mitigate and restrict the circumstances giving rise to that claim and any Relevant Losses connected with that claim; but
(c) shall not be required to exercise any specific remedy available to it under this contract.
11.2 Restrictions on claims by Network Rail Any claim by Network Rail against the Train Operator for indemnity for Relevant Losses:
(a) shall exclude payments to any person under or in accordance with the provisions of any Access Agreement other than any such payments which are for obligations to compensate for damage to property, and so that any claim for indemnity under this contract for such payments for damage to property, in relation to any incident, shall be limited to:
(i) the maximum amount for which the Train Operator would be liable for such damage in accordance with the Claims Allocation and Handling Agreement; less
(ii) any other compensation which the Train Operator has an obligation to pay for such damage;
(b) shall exclude loss of revenue in respect of permission to use any part of the Network under or in accordance with any Access Agreement with any person; and
(c) shall:
(i) include Relevant Losses only to the extent that these constitute amounts which Network Rail would not have incurred as network owner and operator but for the relevant breach; and
(ii) give credit for any savings to Network Rail which result or are likely to result from the incurring of such amounts.
11.3 Restrictions on claims by Train Operator Any claim by the Train Operator against Network Rail for indemnity for Relevant Losses:
(a) shall exclude any Relevant Losses to the extent that they result from delays to or cancellations of trains (other than delays or cancellations in circumstances where the SPP Threshold has been exceeded as provided for in paragraph 18 of Schedule 8); and
(b) shall:
(i) include Relevant Losses only to the extent that these constitute amounts which the Train Operator would not have incurred as train operator but for the relevant breach; and
(ii) give credit for any savings to the Train Operator which result or a...
Restrictions on claims. 10.1 Notification and mitigation
(a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and
(b) subject to Clause 10.1(c), shall take all reasonable steps to prevent, mitigate and restrict the circumstances giving rise to that claim and any Relevant Losses connected with that claim; but
(c) shall not be required to exercise any specific remedy available to it under this contract.
Restrictions on claims. Notification and mitigation
Restrictions on claims. (A) A party wishing to claim under the indemnity in Clause 8.1 or Clause 8.2 must notify the other party of the relevant facts giving rise to that claim as soon as reasonably practicable (and in any event within 90 days) of its first becoming aware that those facts may give rise to a claim.
(B) A party wishing to claim under the indemnity in Clause 8.1 or Clause 8.2 shall, where practicable given the circumstances, consult with the other party as to the ways in which the circumstances giving rise to that claim and any damage, losses, claims, proceedings, demands, liabilities, costs, damages, orders or out of pocket expenses connected with that claim may be prevented, defended, mitigated or restricted and shall take all reasonable steps to prevent, mitigate, defend and restrict any and all of the same.
Restrictions on claims. Any Claim shall, to the extent applicable, be subject to the applicable provisions of this Clause 16 (Claims) and Clause 15 (Liabilities and Additional Matters) and, where applicable, the terms of the Third Party Claims and Investigations Management Agreement.
Restrictions on claims. 10.1 Notification and mitigation
(a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and
(b) subject to Clause 10.1(c), shall where practicable given the circumstances, consult with the other party as to the ways in which the circumstances giving rise to that claim and any damage, losses, claims, proceedings, demands, liabilities, costs, damages, orders of out of pocket expenses connected with that claim may be prevented, defended, mitigated or restricted and shall take all reasonable steps to prevent, mitigate, defend and restrict the circumstances giving rise to that claim and any Relevant Losses connected with that claim; but
(c) shall not be required to exercise any specific remedy available to it under this contract.
10.2 Restrictions on claims by the CVL IM
(a) shall exclude payments to any person under or in accordance with the provisions of any access contract;
(b) shall exclude loss of revenue in respect of permission to use any part of the CVL under or in accordance with any access contract with any person; and
(c) shall:
(i) include Relevant Losses only to the extent that these constitute amounts which the CVL IM would not have incurred as network operator but for the relevant breach; and
(ii) give credit for any savings to the CVL IM which result or are likely to result from the incurring of such amounts.
Restrictions on claims. (a) Purchaser acknowledges to and agrees with Vendor that Vendor will not be liable for, and Purchaser will not make or advance, any Claim (other than a Tax Claim) under this Agreement or in respect of the transactions contemplated hereby to the extent that the Claim is based on or arises from:
(i) any fact, matter, circumstance or event which is disclosed herein or in any Material Contract that is listed, described or referred to on Schedule 4.14(a),
(ii) any fact, matter, circumstance or event, which, as of the date hereof, to the actual knowledge of the individuals named in Clause (a) of Part 2 of Schedule 1.3, (i) constituted a breach of any of Vendor’s representations or warranties, or (ii) was a material error in, or material omission from, the Schedules or other disclosure made in writing to Purchaser by Vendor for purposes of this Agreement, and which Purchaser failed to disclose to Vendor prior to the date hereof,
(iii) any fact, matter, circumstance or event for which and to the extent that an adequate provision therefor has been made in the Financial Statements or Working Capital Statement,
(iv) any fact, matter, circumstance or event which is, or is the basis for, a Permitted Encumbrance,
(v) any breach of this Agreement which would not have occurred but for the retrospective application of any change in Applicable Law or Environmental Law enacted subsequent to the date hereof, provided that the foregoing shall not relieve Vendor or any of the Purchased Entities from complying with Applicable Law or Environmental Law, or
(vi) any act, omission, transaction or arrangement or matter by, of or on behalf of, or in relation to Purchaser or any of the Purchased Entities on or after the Closing Date, or
(vii) anything done or not done with Purchaser’s written consent (including by email) after the date hereof.
(b) Subject to Article 11 in respect of Taxes and Tax Claims, any and all Claims under this Agreement or otherwise in respect of the transactions contemplated hereby shall only be made, and any and all remedies related thereto shall only be available, under, in accordance with and subject to the provisions of Article 10 and Article 12.
(c) All disclosures in this Agreement (including in the Schedules to this Agreement), are to be taken as relating to each of Vendor’s representations, warranties, covenants and agreements in this Agreement to the extent that the relationship is reasonably apparent, and to Vendor’s indemnities provided in this Agre...
Restrictions on claims. 11.1 Notification and mitigation
(a) shall notify the other party of the relevant circumstances giving rise to that claim as soon as reasonably practicable after first becoming aware of those circumstances (and in any event within 365 days of first becoming so aware); and
(b) subject to Clause 11.1(c), where practicable given the circumstances, consult with the other party as to the ways in which the circumstances giving rise to that claim and any damage, losses, claims, proceedings, demands, liabilities, costs, damages, orders of out of pocket expenses connected with that claim may be prevented, defended, mitigated or restricted and shall take all reasonable steps to prevent, mitigate, defend and restrict any and all of the same and any Relevant Losses connected with that claim; but
(c) shall not be required to exercise any specific remedy available to it under this Contract.
Restrictions on claims. (a) This Agreement may not be enforced against the Guarantor and no demand may be made by Company against the Guarantor in respect of a Guaranteed Obligation under Section 8.2 until Company has given a demand under this Section 8.3(a) to the Guarantor, which shall:
(i) be in writing and state that it is made under this Section 8.3(a);
(ii) state and provide details of the Guaranteed Obligation for which it is demanding performance;
(iii) be duly signed by, or by a duly authorized officer or representative of, Company; and
(iv) be served in accordance with Section 10.1.
(b) Notwithstanding any other provision of this Agreement:
(i) the obligations and liability of the Guarantor under Section 8.2 will in no circumstances be any greater than, or be different from, the obligations and liability of Contributor in respect of the Guaranteed Obligations; and
(ii) the Guarantor may avail itself of any defense, set-off, counterclaim, limitation or exclusion of liability available to Contributor under this Agreement in respect of the Guaranteed Obligations.
