SHALL ACT
AS AN ABSOLUTE MAXIMUM LIMIT ON THE INDEMNIFICATION OBLIGATION OF THE
INDEMNIFYING PARTY WITH RESPECT TO THE CLAIM, OR PORTION THEREOF, THAT IS THE
SUBJECT OF SUCH SETTLEMENT AGREEMENT.
6.6
Net Amount.
Subject to the limitations imposed by Section
6.5(e), if applicable, in the event that one Party is obligated to indemnify and
hold the other Party harmless under this
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Article VI, the amount owing to the other Party shall be the amount of the other
Party's actual Claims, net of any insurance or other recovery actually received
by such Party.
6.7
NO SET-OFF.
NEITHER PARTY SHALL HAVE ANY RIGHT TO SET-OFF ANY
INDEMNIFICATION OBLIGATIONS THAT EITHER MAY HAVE UNDER THIS ARTICLE VI AGAINST
ANY OTHER OBLIGATIONS OR AMOUNTS DUE TO THE OTHER PARTY, INCLUDING UNDER ANY
OTHER PROVISIONS OF THIS AGREEMENT OR UNDER ANY OTHER RELATED DOCUMENT.
6.8
NO RELEASE OF INSURERS.
THE PROVISIONS OF THIS ARTICLE VI
SHALL NOT BE DEEMED OR CONSTRUED TO RELEASE ANY INSURER FROM ITS OBLIGATION TO
PAY ANY INSURANCE PROCEEDS IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF VALID
AND COLLECTIBLE INSURANCE POLICIES.
6.9
MITIGATION.
EACH PARTY SHALL TAKE COMMERCIALLY REASONABLE
EFFORTS TO MITIGATE ALL CLAIMS AFTER BECOMING AWARE OF ANY EVENT WHICH COULD
REASONABLY BE EXPECTED TO GIVE RISE TO ANY CLAIMS THAT ARE INDEMNIFIABLE OR
RECOVERABLE HEREUNDER OR IN CONNECTION HEREWITH.
6.10
SURVIVAL OF OBLIGATION.
THE DUTY TO INDEMNIFY UNDER THIS ARTICLE
VI SHALL CONTINUE, SUBJECT TO THE TERMS AND CONDITIONS PROVIDED IN THIS
AGREEMENT, IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT, WITH RESPECT TO ANY CLAIM ARISING OUT OF AN EVENT
OR CONDITION WHICH OCCURRED OR EXISTED PRIOR TO SUCH EXPIRATION OR TERMINATION.
6.11
LIMITATION OF LIABILITY.
NEITHER PARTY SHALL BE LIABLE UNDER THIS
AGREEMENT IN ANY ACTION AT LAW OR IN EQUITY, WHETHER BASED ON CONTRACT, TORT,
STRICT LIABILITY, INDEMNITY OR OTHERWISE, FOR ANY SPECIAL INCIDENTAL, INDIRECT,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING ANY LOSS OF
REVENUE, INCOME, CLAIMS OF CUSTOMERS, PROFITS OR INVESTMENT OPPORTUNITIES.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1
AMENDMENT AND MODIFICATION.
THIS AGREEMENT MAY BE AMENDED,
MODIFIED, OR SUPPLEMENTED ONLY BY WRITTEN AGREEMENT EXECUTED BY BOTH PARTIES.
7.2
WAIVER OF COMPLIANCE; CONSENTS.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, ANY FAILURE OF EITHER PARTY TO COMPLY WITH ANY OBLIGATION,
COVENANT, AGREEMENT, OR CONDITION HEREIN MAY BE WAIVED BY THE PARTY ENTITLED TO
THE BENEFITS THEREOF ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE PARTY GRANTING
SUCH WAIVER, BUT SUCH WAIVER OR FAILURE TO INSIST UPON STRICT COMPLIANCE WITH
SUCH OBLIGATION, COVENANT, AGREEMENT, OR CONDITION WILL NOT OPERATE AS A WAIVER
OF, OR ESTOPPEL WITH RESPECT TO, ANY SUBSEQUENT OR OTHER FAILURE.
7.3
NOTICES.
ANY NOTICE, DEMAND, REQUEST OR OTHER COMMUNICATION
REQUIRED OR PERMITTED TO BE GIVEN PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING
AND SIGNED BY THE PARTY GIVING SUCH NOTICE, DEMAND, REQUEST OR OTHER
COMMUNICATION AND SHALL BE HAND DELIVERED OR SENT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, NATIONALLY OR INTERNATIONALLY