Common use of Further Limitation Clause in Contracts

Further Limitation. Seller’s liability shall be further limited or reduced: (a) If and to the extent that such claims have been taken into account in the adjustment of the Equity Purchase Price set forth in Section 2.3 or if and to the extent that the Buyer would otherwise recover under this Agreement from the Seller in excess of the Damage suffered. (b) If and to the extent that facts, matters or circumstances which give rise to a claim against the Seller in accordance with this Agreement result in any actual financial benefits or actual financial advantages for the Mepha Group, the Buyer or any of Buyer’s Affiliates, in which event the Seller’s liability will be reduced by the amount equal to any such actual benefits or advantages. (c) If and to the extent the Buyer or, following Closing, any of the Mepha Group Companies has failed to use its Reasonable Efforts to mitigate the loss or damage. (d) If and to the extent that such claim is covered by any provision, reserve or valuation allowance made in any of the Financial Statements. (e) If and to the extent that any Damages have been recovered or, by applying their Reasonable Efforts as required under Swiss law (Schadenminderungspflicht), could have been recovered by the Buyer or any of the Mepha Group Companies from any third party (including, but not limited to, an insurer), after the deduction of all reasonable costs and expenses (including any increase in premiums in respect of insurance) incurred in making such recovery; it being understood and agreed between the Parties that any such amounts received or recovered by the Buyer or any of the Mepha Group Companies from any third party shall be deducted from the amount counting towards the Deductible Amount. (f) If and to the extent that the Buyer or any of the Mepha Group Companies receive any benefits or savings by repayment, set-off or reduction of Taxes which they would not have received but for the circumstances giving rise to a claim, provided that if and to the extent any Tax benefits or savings arise in the future, such benefits or savings are discounted accordingly. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (g) If and to the extent the liability is resulting from or attributable to an act, omission, transaction, change of past practice or arrangement of the Buyer or, after the Closing, any of the Mepha Group Companies. (h) If and to the extent that such claim arises or is increased as a result of any new legislation, regulation or rule of law not in force at the date hereof or any amendment of any legislation, regulation, rule of law or practice after the date hereof.

Further Limitation. Seller’s liability shall be further limited or reduced: (a) If and to the extent that such claims have been taken into account in the adjustment determination of the Equity Purchase Price set forth in Section 2.3 or if and to the extent that the Buyer would otherwise recover under this Agreement from the Seller more than once in excess respect of the same Damage suffered, or the same facts or circumstances. (b) If and to the extent that facts, matters or circumstances which give rise to a claim against the Seller in accordance with this Agreement result in any actual financial benefits or actual financial advantages for the Mepha GroupCompany, the Buyer or any of Buyer’s 's Affiliates, in which event the Seller’s liability will be reduced by the amount equal to any such actual benefits or advantages. (c) If and to the extent the Buyer or, following Closing, any of the Mepha Group Companies Company has failed to use its Reasonable Best Efforts to mitigate the loss or damage. (d) If and to the extent that such claim is covered by any provision, reserve or valuation allowance made in any the financial statements of the Financial StatementsCompany. (e) If and to the extent that any Damages costs, damages and expenses have been recovered or, by applying their Reasonable Efforts as required under Swiss law (Schadenminderungspflicht)best efforts, could have been recovered by the Buyer or any of the Mepha Group Companies Company from any third party (including, but not limited to, an insurer), after the deduction of all reasonable direct costs and expenses (including any increase in premiums in respect of insurance) incurred in making such recovery; it being understood and agreed between the Parties that any such amounts received or recovered by the Buyer or any of the Mepha Group Companies Company from any third party shall be deducted from the amount counting towards the Deductible Amount and the De Minimis Amount. (f) If and to the extent that that, as a result of such a claim or the facts underlying such claim, any Tax payable by the Buyer or any of the Mepha Group Companies receive any benefits Company is or savings by repayment, set-off or reduction of Taxes which they would not have received but for the circumstances giving rise to a claimwill be reduced, provided that if and to the extent any Tax benefits or savings arise saving arises in the future, such benefits or savings are saving is discounted accordingly. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (g) If and to the extent the liability is resulting from or attributable to an act, omission, transaction, change of past practice or arrangement of the Buyer or, after the Closing, any of the Mepha Group CompaniesCompany. (h) If and to the extent that such claim arises or is increased as a result of any new legislation, regulation or rule of law not in force at the date hereof or any amendment of any legislation, regulation, rule of law or practice after the date hereof.

Further Limitation. Seller’s liability shall be further limited or reduced: (a) If and to the extent that such claims have been taken into account in the adjustment determination of the Equity Purchase Price set forth in Section 2.3 or if and to the extent that the Buyer would otherwise recover under this Agreement from the Seller more than once in excess respect of the same Damage suffered, or the same facts or circumstances. (b) If and to the extent that facts, matters or circumstances which give rise to a claim against the Seller in accordance with this Agreement result in any actual financial benefits or actual financial advantages for the Mepha GroupCompany, the Buyer or any of Buyer’s 's Affiliates, in which event the Seller’s liability will be reduced by the amount equal to any such actual benefits or advantages. (c) If and to the extent the Buyer or, following Closing, any of the Mepha Group Companies Company has failed to use its Reasonable Efforts best efforts to mitigate the loss or damage. (d) If and to the extent that such claim is covered by any provision, reserve or valuation allowance made in any the financial statements of the Financial StatementsCompany. (e) If and to the extent that any Damages costs, damages and expenses have been recovered or, by applying their Reasonable Efforts as required under Swiss law (Schadenminderungspflicht)best efforts, could have been recovered by the Buyer or any of the Mepha Group Companies Company from any third party (including, but not limited to, an insurer), after the deduction of all reasonable direct costs and expenses (including any increase in premiums in respect of insurance) incurred in making such recovery; it being understood and agreed between the Parties that any such amounts received or recovered by the Buyer or any of the Mepha Group Companies Company from any third party shall be deducted from the amount counting towards the Deductible Amount and the De Minimis Amount. (f) If and to the extent that that, as a result of such a claim or the facts underlying such claim, any Tax payable by the Buyer or any of the Mepha Group Companies receive any benefits Company is or savings by repayment, set-off or reduction of Taxes which they would not have received but for the circumstances giving rise to a claimwill be reduced, provided that if and to the extent any Tax benefits or savings arise saving arises in the future, such benefits or savings are saving is discounted accordingly. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (g) If and to the extent the liability is resulting from or attributable to an act, omission, transaction, change of past practice or arrangement of the Buyer or, after the Closing, any of the Mepha Group CompaniesCompany. (h) If and to the extent that such claim arises or is increased as a result of any new legislation, regulation or rule of law not in force at the date hereof or any amendment of any legislation, regulation, rule of law or practice after the date hereof.

Further Limitation. Seller’s liability shall be further limited or reduced: (a) If and to the extent that such claims have been taken into account in the adjustment determination of the Equity Purchase Price set forth in Section 2.3 or if and to the extent that the Buyer would otherwise recover under this Agreement from the Seller more than once in excess respect of the same Damage suffered, or the same facts or circumstances. (b) If and to the extent that facts, matters or circumstances which give rise to a claim against the Seller in accordance with this Agreement result in any actual financial benefits or actual financial advantages for the Mepha GroupCompany, the Buyer or any of Buyer’s 's Affiliates, in which event the Seller’s liability will be reduced by the amount equal to any such actual benefits or advantages. (c) If and to the extent the Buyer or, following Closing, any of the Mepha Group Companies Company has failed to use its Reasonable Best Efforts to mitigate the loss or damage. (d) If and to the extent that such claim is covered by any provision, reserve or valuation allowance made in any the financial statements of the Financial StatementsCompany. (e) If and to the extent that any Damages costs, damages and expenses have been recovered or, by applying their Reasonable Efforts as required under Swiss law (Schadenminderungspflicht)Best Efforts, could have been recovered by the Buyer or any of the Mepha Group Companies Company from any third party (including, but not limited to, an insurer), after the deduction of all reasonable direct costs and expenses (including any increase in premiums in respect of insurance) incurred in making such recovery; it being understood and agreed between the Parties that any such amounts received or recovered by the Buyer or any of the Mepha Group Companies Company from any third party shall be deducted from the amount counting towards the Deductible Amount and the De Minimis Amount. (f) If and to the extent that that, as a result of such a claim or the facts underlying such claim, any Tax payable by the Buyer or any of the Mepha Group Companies receive any benefits Company is or savings by repayment, set-off or reduction of Taxes which they would not have received but for the circumstances giving rise to a claimwill be reduced, provided that if and to the extent any Tax benefits or savings arise saving arises in the future, such benefits or savings are saving is discounted accordingly. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (g) If and to the extent the liability is resulting from or attributable to an act, omission, transaction, change of past practice or arrangement of the Buyer or, after the Closing, any of the Mepha Group CompaniesCompany. (h) If and to the extent that such claim arises or is increased as a result of any new legislation, regulation or rule of law not in force at the date hereof or any amendment of any legislation, regulation, rule of law or practice after the date hereof.