Common use of Further Indemnity Limitations Clause in Contracts

Further Indemnity Limitations. (a) The amount of any indemnifiable Loss shall be reduced (i) to the extent any Indemnified Party receives any insurance proceeds with respect to such Loss, (ii) to take into account any payment actually received by an Indemnified Party with respect to such Loss (b) Notwithstanding anything to the contrary in this Agreement, Sellers shall not be liable for any Losses based upon, arising out of or otherwise in respect of, (i) any fact, matter, event or circumstance which is disclosed in this Agreement, including the Schedules or it is reasonably apparent that such fact or matter has been disclosed in the Financial Statements of the Company, or (ii) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement if Purchaser had knowledge of such inaccuracy or breach prior to the Closing. (c) In case of Losses incurred by the Company or the Subsidiaries, Sellers shall indemnify the Purchaser Indemnified Parties only to the extent of such Purchaser Indemnified Parties direct or indirect pro rata participation in the outstanding capital of the Company and/or the Subsidiaries which directly suffered the Loss.