Common use of Exclusion of Certain Losses Clause in Contracts

Exclusion of Certain Losses. (a) The amount for which Buyer may be entitled to seek indemnification pursuant to this Agreement will be reduced by the amount of any insurance proceeds or other payment from a third party actually received by Buyer and the amount of any deduction, credit or other Tax benefit that Buyer may recognize with respect to its Losses (after giving effect to the Tax effect of such indemnification payments). If Buyer, after having received any indemnification payment pursuant to this Agreement with respect to a claim permitted hereunder, subsequently receives any insurance proceeds or other payment or recognizes any Tax benefit with respect to such claim, Buyer will promptly refund and pay to Seller an amount equal to such insurance proceeds, payment or Tax benefit. (b) Seller will not have any liability (for indemnification or otherwise) for any claims directly arising out of: (i) any act or omission of Buyer or its representatives up to the Closing Date (other than as contemplated by this Agreement) or occurring as a result of a breach by Buyer of its obligations under this Agreement; (ii) any act or omission of Seller carried out with Buyer’s written approval or at the written request of Buyer after the date of this Agreement; or (iii) relating to or arising out of any act or omission of Buyer or any of their representatives after the Closing Date. (c) Buyer shall not be entitled to recover Losses or Expenses or obtain payment, reimbursement, restitution or indemnity more than once for the same breach hereunder.