Program Losses Clause Samples

Program Losses. As soon as reasonably practicable, Seller shall identify to Buyer any anticipated reimbursement obligations or other liability for which Seller or Buyer may be liable arising from the Project and the removal of any property from any Conservation Reserve Program or other program that limits the use of land by the Land Owners (“Program Losses”).

Program Losses. (a) Notwithstanding anything in this Agreement to the contrary, as between the Parties, each Party (“Responsible Party”) shall be solely responsible for any Losses incurred by the Responsible Party or the other Party (“Damaged Party”) in connection with this Agreement to the extent such Losses were proximately and primarily caused by the Responsible Party’s gross negligence, willful misconduct, or material breach of this Agreement. Marketer shall further be solely responsible to CBKC for any such Losses incurred by CBKC that were proximately and primarily caused by actions or inactions of Marketer’s Mission Critical Third Parties and Vendors (excluding, for avoidance of doubt, the actions or inactions of CBKC, CBKC’s CIP Vendor, and the Processor). Likewise, CBKC shall be solely responsible to Marketer for any such Losses incurred by Marketer that were proximately and primarily caused by actions or inactions of CBKC’s CIP Vendor and other third party service providers (excluding, for avoidance of doubt, the actions or inactions of the Processor, Marketer or Marketer Contractors (as defined in SECTION XIV below)). CBKC agrees that it will use commercially reasonable efforts to enforce any service level agreements (“SLA(s)”) or other contractual performance standards contained in its agreement with CIP Vendor or its Bank Processing Agreement with the Processor, and that it will provide a copy of said SLAs to Marketer for review in relation to this Agreement. (b) All other Losses incurred by CBKC in connection with this Agreement that are not otherwise the sole responsibility of CBKC or Marketer pursuant to Section 5.2(a) above, including Losses caused by the Processor, shall be deemed a Program Cost for purposes of this Agreement. Notwithstanding the foregoing, in the event any such Losses described in this Section were caused by Processor due to Processor’s failure to comply with the terms of CBKC’s Bank Processing Agreement, CBKC shall utilize commercially reasonable efforts to enforce its Bank Processing Agreement with Processor to recover such Losses from the Processor. If CBKC is able to recover such Losses from Processor, CBKC credit the amount recovered against the Program Costs in the month collected after first deducting CBKC’s reasonable expenses, including attorneys’ fees, incurred to recover such losses from the Processor. (c) For avoidance of doubt, the term “Losses” for purposes of this Section, in addition to the defined meaning contained in S...