Miscellaneous Limitations. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the Indemnified Parties will not be entitled to indemnification pursuant to Section 7.1 for any Loss underlying such indemnification claim to the extent that: (i) the Indemnified Parties could have, with commercially reasonable efforts, mitigated or prevented such Loss (or any part thereof); (ii) such Loss (or any part thereof) results from or is increased by the action or inaction of any Indemnified Parties or any Affiliate thereof; or (iii) such Loss (or any part thereof) arises, or is increased, as a result of a change after the Closing in any accounting principle, method or policy.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Harmony Merger Corp.), Agreement and Plan of Reorganization (Quartet Merger Corp.), Agreement and Plan of Reorganization (Pangaea Logistics Solutions Ltd.)