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. Anything in this Agreement or otherwise to the contrary notwithstanding:
Limitations on Losses. (a) 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 been 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 deductibles, taxes and collection costs) received by such party from any insurance policies maintained by or on behalf of such party with respect to such Losses. The parties agree to submit a claim under such insurance policies prior to or promptly following making a request for indemnification hereunder.
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. Notwithstanding anything to the contrary set forth in this Agreement, the amount of any Losses otherwise due to or on behalf of any Indemnitee hereunder shall be reduced by the amount of any insurance proceeds or other third party reimbursements or payments received or to be received by such Indemnitee with respect to such Loss pursuant to any insurance policy maintained by the Company or the Operating Partnership.
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.
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. 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. ii. The Custodian shall not be liable for any loss caused, directly or indirectly, by (a) the failure of the Client to adhere to the Custodian’s policies and procedures that have been disclosed to the Client, (b) a Force Majeure Event or (c) any action taken pursuant to Section 6.E. iii. Under no circumstances will the Custodian be liable to the Client for (a) acting in accordance with or conclusively relying upon any Instruction that it believes in good faith to have been authorized by the Client or any Person acting on behalf of the Client, or (b) any indirect, consequential, incidental, special or punitive loss or damage, even if the Custodian has been advised of or otherwise might have anticipated the possibility of such loss or damage. iv. The Custodian shall not be responsible or liable to the Client for any loss caused, directly or indirectly, by any failure or delay to act by any service provider to the Custodian or any System Failure (other than a System Failure caused by the gross negligence, misconduct or fraud of the Custodian or the Custodian’s affiliates), that prevents the Custodian from fulfilling its obligations under this Agreement.
Limitations on Losses. Except by way of indemnification arising out of any Third Party Action and notwithstanding anything in this Agreement, the Local Asset Sale Agreements and the License Agreement to the contrary, under no circumstances shall any Party be liable to any Indemnified Party under this Article 9 or any other provision of this Agreement, the Local Asset Sale Agreements and the License Agreement for punitive damages or indirect, special, incidental, or consequential damages (but in each case excluding loss of profits (manque à gagner)), 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.
