EXCEPTIONS TO INDEMNIFICATION. The Director shall be entitled to indemnification under Clause 6(a) and Clause 6(b) above in all circumstances other than the following:

Executive Director shall be entitled to indemnification under Clauses 8(a) and 8(b) above in all circumstances other than the following:

Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under [[Sections 3(a) and 3(b)])]])] above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

Exceptions. Notwithstanding the foregoing obligations of confidentiality and restrictions on use, the receiving Party may disclose the disclosing Party’s Confidential Information: # to the receiving Party’s employees, agents, or independent contractors who # have a need to know such Confidential Information to assist the receiving Party or act on its behalf in accordance with the terms of this Agreement; and # are bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in [Section 6.1]; provided that the receiving Party shall ensure compliance with, and be liable for any breach of, [Section 6.1] by any such employees, agents, or independent contractors; # to the extent necessary to comply with a court order or other applicable Law, including regulations promulgated by security exchanges; provided that the receiving Party shall, to the extent legally permissible and practicable, provide prompt notice of such required disclosure to ethe disclosing Party and cooperate, at the other Party’s sole cost and expense, with the disclosing Party’s efforts to obtain a protective order, confidential treatment, or other limitation on such required disclosure; and # to actual or prospective acquirers, licensees (including sublicensees), investors, lenders, and other financial or commercial partners (and to their respective advisors, agents, and representatives) to the extent reasonably necessary for evaluating or carrying out a transaction with such Persons, in each case under written obligations of confidentiality and non-disclosure at least as restrictive as those set forth in [Section 6.1].

Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Right shall, at Landlord’s option, not be in effect and Tenant may not exercise the Extension Right:

Exceptions. The Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential Information will not apply to the extent that the Receiving Party can demonstrate that the Disclosing Party’s Confidential Information: # was known to the Receiving Party or any of its Affiliates prior to the time of disclosure without any obligation of confidentiality with respect to such information; # is or becomes public knowledge through no wrongful act, fault or omission of the Receiving Party or any of its Affiliates; # is subsequently obtained by the Receiving Party or any of its Affiliates from a Third Party not known by the Receiving Party after due inquiry to be under an obligation of confidentiality; # has been independently discovered or developed by employees, subcontractors, consultants or agents of the Receiving Party or any of its Affiliates without the aid, application or use of the Disclosing Party’s Confidential Information, as evidenced by contemporaneous written records; or # was made public or was otherwise released from the restrictions set forth in this Agreement by express prior written consent of the Disclosing Party.

Exceptions. Notwithstanding any other provision of this Deed, the Company shall not be obligated pursuant to the terms of this Deed:

Exceptions to Right of Indemnification. Notwithstanding any provision in this Agreement, the ​ will not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

Exceptions and Limitations on Indemnification/Liability. EXCEPT # FOR CLAIMS FOR WHICH A PARTY HAS AN INDEMNIFICATION OBLIGATION UNDER SECTION 11(a) or (b), (ii) FOR A BREACH OF A PARTY’S OBLIGATIONS IN SECTION 12 HEREIN, # IN THE CASE OF A PARTY’S FRAUD OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND # ​’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY, NOR ANY OF ITS

Certain Exceptions. Notwithstanding anything to the contrary set forth above, if, with respect to any particular transaction(s), it is impossible or impracticable under the circumstances to comply with the procedures set forth in subsections [(a) and (b) of this Section 5.7] (including the time periods specified therein), the Parties will cooperate to find a mutually agreeable alternative that will achieve substantially similar economic results from the point of view of the Paying Party or the Other Party, as the case may be; provided, however, that if a Receiving Party cannot comply with the procedures set forth in subsection # of this Section 5.7 because it does not become aware of a Receipt on behalf of the Other Party in time, such Receiving Party shall remit such Receipt (without interest thereon) to the Other Party within 24 hours after it becomes aware of such Receipt.