Common use of Additional Limitations on Liability Clause in Contracts

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the liability of a Party with respect to a Service or access to a Facility provided pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT (I) SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD THIRD-PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01, OR (II) SUCH DAMAGES ARE AWARDED TO A PARTY IN CONNECTION WITH THE OTHER PARTY’S BAD FAITH (OTHER THAN ALLEGATIONS OF A THIRD PARTY IN CONNECTION WITH THE ADMINISTRATION OF PRODUCTS OF A SERVICE RECIPIENT UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT FOR THE PROVISION OF TPA SERVICES OR TSA BROKER-DEALER SERVICES), FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EXCEPT AS MAY BE OTHERWISE SET FORTH IN SECTIONS 5.02(c) AND 5.02(d). (b) Other than as set forth in the final sentence of this Section 5.02(b), the (i) The liability of a Party with respect to a Service or access to a Facility provided the Company (for itself and its Affiliates) pursuant to this Agreement or anything done in connection therewithAgreement, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,00050,000,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREINEXCEPT AS SET FORTH IN SECTION 5.02(C), NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than Except as set forth in the final sentence of this Section 5.02(b5.02(c), (i) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, aggregate liability to the other in respect of a Party Service shall be limited to an amount equal to twelve (12) times the Monthly Charge for such Service, where “Monthly Charge” means the amount of Service Charges paid and payable for the first full calendar month with respect to a such Service and (ii) the Company Indemnitors’, on the one hand, and the AIG Indemnitors’, on the other hand, cumulative aggregate liability to the other for any claims related to or access arising out of this Agreement shall be limited to a Facility provided an amount equal to three (3) times the total Service Charges paid and payable to such Party pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed during the greater of twelve (i12) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing months prior to the Parent or the Acquiror, as applicable, before the day that is the 21 month anniversary of the first date the Service or the access to the Facility an event giving rise to such claim was terminatedthe liability occurred.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES (I) ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.015.01 OR (II) ARISE OUT OF SUCH PARTY’S, OR ANY OF ITS AFFILIATE’S, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF SECTION 7.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The liability of a Party with respect to a Service or access to a Facility provided pursuant to this Agreement or anything done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf of the other Party pursuant to this Agreement, 35,000,000 except with respect to (A) third third-party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Each Party indemnified hereunder agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified a Person entitled to indemnification hereunder must be made in writing to the Parent or the Acquiror, as applicable, before the day that is the 21 twenty-one (21) month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The aggregate liability of a Party with respect to a Service or access to a Facility provided AIG and the other Providers pursuant to this Agreement or anything done or omitted to be done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf aggregate amount of the fees, costs, expenses, or any other Party amounts payable by the Recipient to AIG or such other Provider pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Other than in connection with an indemnity claim under this Article V, upon a claim of a breach of this Agreement, the non-breaching Party shall give the breaching Party a reasonable opportunity to correct the breach within thirty (30) days of the non-breaching Party delivering a notice of such breach to the breaching Party. If the breaching Party is able to cure the breach within thirty (30)days and the non-breaching Party has not incurred any actual Losses, the breaching Party shall not be liable for any Losses hereunder. (d) Each Party indemnified hereunder AIG Indemnified Person and Company Indemnified Person agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates an AIG Indemnified Person or another Person that provides Services or access to Facilities on behalf of such other PartyCompany Indemnified Person, as applicable, to perform fully any obligations under, and comply with, this Agreement. (de) No AIG Indemnified Person shall have any responsibility to any Company Indemnified Person for reserve reporting or regulatory reporting. (f) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent AIG or the AcquirorCompany, as applicable, before the day that is the 21 month one year anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01. (b) Other than as set forth in the final sentence of this Section 5.02(b), the The aggregate liability of a Party with respect to a Service or access to a Facility provided AIG and the other Providers pursuant to this Agreement or anything done or omitted to be done in connection therewith, whether in contract, tort or otherwise, shall not exceed the greater of (i) $30,000,000 or (ii) fees previously paid by or on behalf aggregate amount of the fees, costs, expenses, or any other Party amounts payable by the Recipient to AIG or such other Provider pursuant to this Agreement, except with respect to (A) third party claims that are the subject of an indemnity hereunder with respect to a Party’s negligence resulting in death or personal injury; or (B) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,000. (c) Other than in connection with an indemnity claim under this Article V, upon a claim of a breach of this Agreement, the non-breaching Party shall give the breaching Party a reasonable opportunity to correct the breach within thirty (30) days of the non-breaching Party delivering a notice of such breach to the breaching Party. If the breaching Party is able to cure the breach within thirty (30) days and the non-breaching Party has not incurred any actual Losses, the breaching Party shall not be liable for any Losses hereunder. (d) Each Party indemnified hereunder AIG Indemnified Person and Company Indemnified Person agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates an AIG Indemnified Person or another Person that provides Services or access to Facilities on behalf of such other PartyCompany Indemnified Person, as applicable, to perform fully any obligations under, and comply with, this Agreement. (de) No AIG Indemnified Person shall have any responsibility to any Company Indemnified Person for reserve reporting or regulatory reporting. (f) Any claim for indemnification by an Indemnified Person must be made in writing to the Parent AIG or the AcquirorCompany, as applicable, before the day that is the 21 month one year anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated.

Additional Limitations on Liability. (a) NOTWITHSTANDING ANYTHING EXCEPT WITH RESPECT TO THE CONTRARY CONTAINED HEREIN(i) EITHER PARTY’S FRAUD, INTENTIONAL MISREPRESENTATION, BAD FAITH, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; (ii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.02; OR (iii) EITHER PARTY’S BREACH OF Section 9.01, NO PARTY, NOR ANY OF ITS AFFILIATES OR ITS OR THEIR REPRESENTATIVES (NOR ANY SUCCESSORS OR ASSIGNS OF SUCH PERSONS) SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING IN THE FORM OF LOSS OF PROFIT OR LOSS OF REVENUE) OF THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS OR THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES, IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, OR OTHERWISE AND REGARDLESS OF WHETHER ANY SUCH DAMAGES ARE FORESEEABLE OR WHETHER AN INDEMNIFIED PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO AN UNAFFILIATED THIRD PARTY AND ARE SUBJECT TO A CLAIM FOR INDEMNITY HEREUNDER PURSUANT TO SECTION 5.01.12 (b) Other than as set forth Each of the Purchaser and the Company acknowledges that neither Seller nor any of its Affiliates is in the final sentence business of providing services of the type contemplated by this Agreement, and that the Services are to be provided on a temporary basis to assist with the orderly separation of the Business from Seller’s other businesses and operations. Accordingly, except with respect to (i) either Party’s fraud, intentional misrepresentation, bad faith, gross negligence or wilful misconduct; or (ii) either Party’s breach of Section 5.02(b), 9.01 the liability of a each Party with respect to a Service or access to a Facility provided pursuant to the other Party under this Agreement or anything done in connection therewithAgreement, whether in contract, tort or otherwise, (1) for direct damages shall not exceed the greater of (i) $30,000,000 fees paid or (ii) fees previously paid payable by the Purchaser or on behalf of the other Party Company pursuant to this Agreement, except with respect to and (A2) third party claims that are for incidental, special, indirect, or consequential damages (including in the subject form of an indemnity hereunder with respect to a Party’s negligence resulting in death loss of profit or personal injury; or (Bloss of revenue) a Party’s fraud, gross negligence or willful misconduct. Notwithstanding the foregoing, the liability of a Party with respect to (a) third party claims that are the subject of an indemnity hereunder with respect to infringement, misappropriation or other violation of or conflict with any Intellectual Property rights or (b) breaches of this Agreement in connection with Personally Identifiable Information shall not exceed $32,500,0001,000,000. (c) Each Party indemnified hereunder of Seller, Purchaser, and Company agrees that it shall use commercially reasonable efforts to mitigate and otherwise minimize its respective Losses, whether direct or indirect, due to, resulting from or arising in connection with any failure by the other Party, its Affiliates or another Person that provides Services or access to Facilities on behalf of such other Party, as applicable, Party to perform fully any obligations under, and comply with, this Agreement. (d) Any claim for indemnification by an Indemnified Person must be made in writing to Seller, the Parent Purchaser, or the AcquirorCompany, as applicablethe case may be, before the day that is the 21 six- month anniversary of the date the Service or the access to the Facility giving rise to such claim was terminated. (e) Nothing in this Article V shall be deemed to eliminate or limit the express obligation of the Purchaser and the Company in this Agreement to pay all required Service Charges for Services in accordance with this Agreement.