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) 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.
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.
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. (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.
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.
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.
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.
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.
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.
