Common use of Limitations on Indemnification by Buyer Clause in Contracts

Limitations on Indemnification by Buyer. The indemnification provided for in Section 6.13(b) and Section 8.4 shall be subject to the following limitations: (a) For all purposes of 6.13, Section 8.4(a) and this Section 8.5, including for purposes of determining whether a breach has occurred and determining the amount of any Loss, each representation and warranty of the Buyer referred to therein shall be considered without regard to any limitation or qualification as to materiality or material adverse effect (or similar concept) set forth in such representation or warranty. (b) Indemnification under Section 6.13 and Section 8.4 of an Indemnified Seller Party by the Buyer shall be limited to the amount of any Loss that remains after deducting therefrom (i) any tax benefit actually realized by such Indemnified Seller Party and (ii) any insurance proceeds or any indemnity, contribution or other similar payment actually received by an Indemnified Seller Party from any third party with respect thereto. (c) None of the Indemnified Seller Parties shall be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Indemnified Seller Party has already recovered the full amount of such Indemnified Seller Party's Losses with respect to such matter pursuant to other provisions of this Agreement.

Limitations on Indemnification by Buyer. The indemnification provided for in Section 6.13(b) and Section 8.4 shall be subject to the following limitations: (a) For all purposes of 6.13, Section 8.4(a) and this Section 8.5, including for purposes of determining whether a breach has occurred and determining the amount of any Loss, each representation and warranty of the Buyer referred to therein shall be considered without regard to any limitation or qualification as to materiality or material adverse effect (or similar concept) set forth in such representation or warranty.warranty.‌ (b) Indemnification under Section 6.13 and Section 8.4 of an Indemnified Seller Party by the Buyer shall be limited to the amount of any Loss that remains after deducting therefrom (i) any tax benefit actually realized by such Indemnified Seller Party and (ii) any insurance proceeds or any indemnity, contribution or other similar payment actually received by an Indemnified Seller Party from any third party with respect thereto. (c) None of the Indemnified Seller Parties shall be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Indemnified Seller Party has already recovered the full amount of such Indemnified Seller Party's ’s Losses with respect to such matter pursuant to other provisions of this Agreement.