Common use of Certain Rights and Limitations Clause in Contracts

Certain Rights and Limitations. 8.4.1. No loss, Liability, damage or deficiency shall constitute Damages to any party to the extent of any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds). Each party shall use its commercially reasonable efforts to mitigate any Damages with respect to which such party might bring, or has brought, a claim for indemnification under this Section 8; provided that no party shall be obligated to incur any monetary cost in connection with such an effort to mitigate. 8.4.2. Subject to Section 8.1.3, the amount of Damages for which indemnification is provided under this Agreement will be (i) increased to take account of any Tax cost incurred (grossed up for such increase) by the Indemnitee arising from the receipt of indemnity payments hereunder and (ii) reduced to take account of any Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee will be deemed to be subject to the applicable federal, state, local and/or local country taxes at the maximum statutory rate then in effect. Nothing in this section shall be construed to require the Indemnitee to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Indemnifying Party or any other Person. 8.4.3. The parties acknowledge and agree that, except for claims against Shareholder based on fraud on the part of Shareholder in connection with the Transaction and except for claims against Buyer or Parent based on fraud on the part of Buyer or Parent, as the case may be, in connection with the Transaction, the sole and exclusive monetary remedy with respect

Certain Rights and Limitations. 8.4.1. No loss, Liability, damage or deficiency shall constitute Damages to any party to the extent of any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds). Each party shall use its commercially reasonable efforts to mitigate any Damages with respect to which such party might bring, or has brought, a claim for indemnification under this Section 8; provided that no party shall be obligated to incur any monetary cost in connection with such an effort to mitigate. 8.4.2. Subject to Section 8.1.3, the amount of Damages for which indemnification is provided under this Agreement will be (i) increased to take account of any Tax cost incurred (grossed up for such increase) by the Indemnitee arising from the receipt of indemnity payments hereunder and (ii) reduced to take account of any Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee will be deemed to be subject to the applicable federal, state, local and/or local country taxes at the maximum statutory rate then in effect. Nothing in this section shall be construed to require the Indemnitee to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Indemnifying Party or any other Person. 8.4.3. The parties acknowledge and agree that, except for claims against Shareholder based on fraud on the part of Shareholder in connection with the Transaction and except for claims against Buyer or Parent based on fraud on the part of Buyer or Parent, as the case may be, in connection with the Transaction, the sole and exclusive monetary remedy with respectrespect to claims for Damages which may be made hereunder not excluded from Section 8.1.3, shall be pursuant to the indemnification provisions set forth in Section 8.2, and in any event subject to Section 8.