No Duplication of Recovery Clause Samples
The No Duplication of Recovery clause ensures that a party cannot recover the same damages or compensation more than once for a single loss or event under a contract. In practice, this means that if a party has already received payment or remedy for a particular loss through one provision or claim, they cannot seek additional compensation for that same loss under another provision or through a separate claim. This clause is essential for preventing double recovery, thereby ensuring fairness and avoiding unjust enrichment by limiting compensation strictly to the actual loss suffered.
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No Duplication of Recovery. Any Loss under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to the Loss constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication of Recovery. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication of Recovery. Any Losses for which any Indemnitee is entitled to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Furthermore, no Indemnitee shall have any indemnification obligations hereunder for any Losses arising out of a breach of or inaccuracy of any representation, warranty, covenant, or agreement set forth in this Agreement (and the amount of any such Losses incurred in respect of such breach or inaccuracy shall not be included in the calculation of any limitations on indemnification set forth herein) solely to the extent Losses arising from such matter giving rise to such breach or inaccuracy were included in the Company Transaction Expenses or Indebtedness of the Company for purposes of determining adjustments to the Net Closing Participating Merger Consideration.
No Duplication of Recovery. Any claim for which any Indemnitee is entitled to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such claim constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication of Recovery. The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Loss, regardless of whether more than one claim arises in respect of it under this Agreement, and for this purpose recovery by the Buyer or any Group Company shall be deemed to be a recovery by each of them.
No Duplication of Recovery. 6.1 The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Loss, regardless of whether more than one claim arises in respect of it (whether pursuant to this Agreement, the other Transaction Documents or otherwise howsoever).
6.2 In the event that the Purchaser is entitled to claim under the Tax Deed of Covenant or under the Warranties or Completion Warranties in respect of the same liability, the Purchaser may claim under either or both but payments under the Tax Deed of Covenant shall pro tanto satisfy and discharge any claim which is capable of being made under the Warranties or Completion Warranties in respect of the same liability and vice versa.
No Duplication of Recovery. In no event shall any Buyer Indemnitee have any right to indemnification, or otherwise, from any Seller under this Article 8 to the extent any of the facts or circumstances relating to such claim for indemnification have been finally resolved pursuant to Article 2 above (whether as a result of the agreement of the parties, the failure of a party to timely notify the other of a dispute, or resolution of the Accounting Experts). Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication of Recovery. The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Damages, regardless of whether more than one Claim (or any other claim under the Offer Document or otherwise) arises in respect of it.
No Duplication of Recovery. 6.1 The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, regardless of whether more than one Claim, Specified Claim, Tax Claim, Indirect Interest Holder Claim or Interim Covenant Claim arises in respect of it.
6.2 In the event that the Purchaser is entitled to make one or more Claim, Specified Claim, Tax Claim, Indirect Interest Holder Claim or Interim Covenant Claim in respect of the same liability, the Purchaser may claim under any or all but payments under the Tax Covenant shall pro tanto satisfy and discharge any Claim, Specified Claim or Interim Covenant Claim in respect of the same liability and vice versa. Notwithstanding the foregoing, the Purchaser may not receive duplicate recovery under this Agreement in respect of the same liability.
6.3 For the avoidance of doubt, the Purchaser shall not be entitled to make any Specified Claim (other than a Bribery Indemnity Claim) for amounts in excess of the Warranty Escrow Amount unless and until the aggregate Due Amount in respect of all Claims and Tax Claims equals or exceeds €35 million.
6.4 The Purchaser shall have no Claim or Tax Claim in respect of any deferred Tax asset or any non-availability thereof unless and to the extent that such deferred Tax was taken into account as an asset in the Net Working Capital Statement (including, for the avoidance of doubt, by means of reducing or extinguishing a provision for any liability to Tax in the Net Working Capital Statement).
No Duplication of Recovery. Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any Adverse Consequences resulting from any breach of any representation or warranty are specifically taken into account as a current liability, specifically reserved or accrued, or otherwise specifically accounted for in the calculation of Closing Working Capital, Buyer may not recover such Adverse Consequences through a Claim pursuant to this Section 8 or otherwise and (ii) no Indemnifying Party may recover duplicative Adverse Consequences in respect of a single set of facts or circumstances under more than one representation or warranty in this Agreement regardless of whether such facts or circumstances would give rise to a breach of more than one representation or warranty in this Agreement.