proceed in good faith to
negotiate a resolution of such dispute and, if not resolved through
negotiations, such dispute shall be resolved in accordance with the dispute
resolution procedures provided for herein.
(vii) Each Party (the employer Party) shall, after consultation with the other
Party, control the court proceedings relating to any Claim (as defined in the
SEPSA, "Claim") made by an employee of the employer Party ("Employee Claim")
against any Person in either Party's Group (whether Lessee's Group or Lessor's
Group). After the conclusion of any such proceeding, the employer Party may then
seek to determine the extent to which it may be indemnified under Paragraph 15.
(d) EXPRESS NEGLIGENCE. THE INDEMNITIES, THE RELEASES AND THE WAIVERS,
ALLOCATIONS AND DISCLAIMERS OF, AND LIMITATIONS ON, LIABILITY OR REMEDIES OR
RECOURSE SET FORTH IN THIS LEASE SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED,
APPLY NOTWITHSTANDING THE STRICT LIABILITY OR NEGLIGENCE (INCLUDING GROSS
NEGLIGENCE), WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE, OR WILLFUL
MISCONDUCT OF THE PERSON (AS DEFINED IN THE SEPSA, "PERSON") THAT IS THE
BENEFICIARY THEREOF OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, IN TORT, IN
WARRANTY, BY STATUTE OR OTHERWISE.
(e) CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING IN THIS LEASE TO THE
CONTRARY, NEITHER PARTY NOR ITS GROUP SHALL BE LIABLE UNDER, OR WITH RESPECT TO
THE SUBJECT MATTER OF, THIS LEASE OR OTHERWISE ARISING OUT OF OR RELATING TO
THIS LEASE FOR EXEMPLARY, SPECIAL, PUNITIVE, TREBLE, INDIRECT, REMOTE,
SPECULATIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS (EXCEPT TO THE
EXTENT THAT ANY DIRECT, ACTUAL DAMAGES INCLUDE AN ELEMENT OF PROFIT); PROVIDED,
HOWEVER, THAT THIS SENTENCE SHALL NOT APPLY TO DAMAGES IN RESPECT OF WHICH, BUT
FOR THIS SENTENCE, THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS LEASE WOULD
APPLY TO THE EXTENT THAT THE INDEMNIFYING PARTY WOULD RECEIVE INSURANCE PROCEEDS
IN RESPECT OF SUCH CLAIM FOR INDEMNIFICATION.
20
(f) WARRANTY DISCLAIMERS. EACH PARTY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT
IT HAS ENTERED INTO THIS LEASE AND WILL BE RECEIVING (IN THE CASE OF LESSOR)
RENT AND (IN THE CASE OF LESSEE) THE PREMISES AND RIGHTS THEREIN BASED SOLELY ON
THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS LEASE (IF ANY) AND THAT THERE
ARE NO REPRESENTATIONS OR WARRANTIES THAT EXTEND BEYOND THOSE IN THIS LEASE.
SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES IN THIS LEASE (IF ANY),
LESSEE ACCEPTS ALL THE PREMISES AND RIGHTS THEREIN PROVIDED UNDER THIS LEASE,
"AS IS," "WHERE IS" AND "WITH ALL FAULTS." THE PARTIES DISCLAIM AND WAIVE ANY
OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS LEASE, THE RENT AND THE
PREMISES OR THE OTHER PARTS OF THE CHANNELVIEW SOUTH COMPLEX, INCLUDING THE
PHYSICAL AND ENVIRONMENTAL CONDITION OF EITHER WHETHER WRITTEN OR ORAL, EXPRESS
OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PARTIES ACKNOWLEDGE
THAT THE STATEMENTS SET FORTH IN THIS PARAGRAPH 15(F) CONSTITUTE A CONSPICUOUS
LEGEND.
(g) Exchanged Information. Each Party (the "Providing Party") expressly
disclaims, and the other Party (the "Obtaining Party") confirms that