Common use of Limitation of loss Clause in Contracts

Limitation of loss. (a) Notwithstanding anything herein to the contrary, there shall be no recovery for any Loss or alleged Loss by the Buyer to the extent such item relates to or arises from a liability to the extent reflected as a liability of the Company (including when booked as a non-specific provision or reserve) in the financial statements described in Section 3.04 (Financial Statements). Further, any later cancellation or reversal of provisions or reserves shall be set off against any amount of Loss. (b) Each Indemnitee shall use reasonable efforts to mitigate its Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. (c) Notwithstanding anything herein to the contrary, except with respect to claims based upon fraud, neither the Company nor any Seller shall be liable for, and there shall be no remedy for any Losses of the Buyer with respect to, (i) any misrepresentation or inaccuracy in, or breach of, any representations or warranties of the Company or any Seller set forth herein or in any Schedule or Exhibit hereto or any certificate delivered hereunder, (ii) any breach of or failure in performance prior to Closing of any covenant or agreement to be performed by the Company or any Seller or in any Schedule or Exhibit hereto or any certificate delivered hereunder or (iii) any other Losses arising hereunder.