Common use of Other Indemnification Limits Clause in Contracts

Other Indemnification Limits. (a) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 10.02(b), Section 10.02(c), Section 10.02(d), Section 10.03(b) and Section 10.03(c) shall terminate and expire with respect to any representation, warranty, covenant or agreement when such representation, warranty, covenant or agreement terminates pursuant to Section 10.01. (b) The Parties agree, for themselves and on behalf of their respective Affiliates and their respective Representatives, that the amount of any Damages that are subject to an indemnification obligation under this Article X shall be reduced by any insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee (after taking into account any deductibles, copayments or other cost sharing arrangements) on account of such Damages, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks. In the event that the Indemnitee subsequently collects any such insurance proceeds or indemnity, contribution or other similar payments in respect of such Damages after receiving any indemnification payments from the Indemnitor under this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount of such insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks; provided, however, that in no event shall the Indemnitee be required to pay over to the Indemnitor an amount in excess of the amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such Claim. (c) The Parties shall cooperate with each other with respect to resolving any Claim with respect to which any Indemnitor is or may be obligated to indemnify any Indemnitee hereunder, including by making commercially reasonable efforts to mitigate or avoid any Damages in connection therewith. In the event that any Party shall fail to make such commercially reasonable efforts to mitigate or avoid any such Damages, then, notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify any Person for any Damages to the extent that such Damages could have reasonably been expected to have been mitigated or avoided had such efforts been made. (d) Notwithstanding anything to the contrary contained in this Agreement, no Party shall not be liable to any Person (whether in contract, in tort or otherwise) for any consequential, incidental, indirect, special or punitive damages except in the case of Seller, to the extent such damages are included in Retained Liabilities, and in the case of Purchaser and Guarantor, to the extent such damages are included in Assumed Liabilities. “Consequential” or “special” damages shall mean damages which are not actual or direct damages.

Other Indemnification Limits. (a) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 10.02(b), Section 10.02(c), Section 10.02(d), Section 10.03(b) and Section 10.03(c) shall terminate and expire with respect to any representation, warranty, covenant or agreement when such representation, warranty, covenant or agreement terminates pursuant to Section 10.01. (b) The Parties agree, for themselves and on behalf of their respective Affiliates and their respective Representatives, that the amount of any Damages that are subject to an indemnification obligation under this Article X shall be reduced by any insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee (after taking into account any deductibles, copayments or other cost sharing arrangements) on account of such Damages, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks. In the event that the Indemnitee subsequently collects any such insurance proceeds or indemnity, contribution or other similar payments in respect of such Damages after receiving any indemnification payments from the Indemnitor under this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount of such insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks; provided, however, that in no event shall the Indemnitee be required to pay over to the Indemnitor an amount in excess of the amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such Claim. (c) The Parties shall cooperate with each other with respect to resolving any Claim with respect to which any Indemnitor is or may be obligated to indemnify any Indemnitee hereunder, including by making commercially reasonable efforts to mitigate or avoid any Damages in connection therewith. In the event that any Party shall fail to make such commercially reasonable efforts to mitigate or avoid any such Damages, then, notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify any Person for any Damages to the extent that such Damages could have reasonably been expected to have been mitigated or avoided had such efforts been made. (d) Notwithstanding anything to the contrary contained in this Agreement, no Party Seller shall not be liable to any Person (whether in contract, in tort or otherwise) for any consequential, incidental, indirect, special or punitive damages, or any loss of future revenue, income or profits, or any diminution of value or multiples-of-earnings damages except in relating to a breach or alleged breach hereof, whether or not the case possibility of Seller, to the extent such damages are included has been disclosed to Seller in Retained Liabilities, and in the case of Purchaser and Guarantor, to the extent such damages are included in Assumed Liabilities. “Consequential” advance or “special” damages shall mean damages which are not actual or direct damagescould have been reasonably foreseen by Seller.

Other Indemnification Limits. (a) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 10.02(b), Section 10.02(c), Section 10.02(d), Section 10.03(b) and Section 10.03(c) shall terminate and expire with respect to any representation, warranty, covenant or agreement when such representation, warranty, covenant or agreement terminates pursuant to Section 10.01. (b) The Parties agree, for themselves and on behalf of their respective Affiliates and their respective Representatives, that the amount of any Damages that are subject to an indemnification obligation under this Article X shall be reduced by any insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee (after taking into account any deductibles, copayments or other cost sharing arrangements) on account of such Damages, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks. In the event that the Indemnitee subsequently collects any such insurance proceeds or indemnity, contribution or other similar payments in respect of such Damages after receiving any indemnification payments from the Indemnitor under this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount of such insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks; provided, however, that in no event shall the Indemnitee be required to pay over to the Indemnitor an amount in excess of the amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such Claim. (c) The Parties shall cooperate with each other with respect to resolving any Claim with respect to which any Indemnitor is or may be obligated to indemnify any Indemnitee hereunder, including by making commercially reasonable efforts to mitigate or avoid any Damages in connection therewith. In the event that any Party shall fail to make such commercially reasonable efforts to mitigate or avoid any such Damages, then, notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify any Person for any Damages to the extent that such Damages could have reasonably been expected to have been mitigated or avoided had such efforts been made. (d) Notwithstanding anything to the contrary contained in this Agreement, no Party shall not be liable to any Person (whether in contract, in tort or otherwise) for any consequential, incidental, indirect, special or punitive damages except in the case of Seller, to the extent such damages are included in Retained Liabilities, and in the case of Purchaser and Guarantor, to the extent such damages are included in Assumed Liabilities. “Consequential” or “special” damages shall mean damages which are not actual or direct damages.,

Other Indemnification Limits. (a) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 10.02(b), Section 10.02(c), Section 10.02(d), Section 10.03(b) and Section 10.03(c) shall terminate and expire with respect to any representation, warranty, covenant or agreement when such representation, warranty, covenant or agreement terminates pursuant to Section 10.01. (b) The Parties agree, for themselves and on behalf of their respective Affiliates and their respective Representatives, that the amount of any Damages that are subject to an indemnification obligation under this Article X shall be reduced by any insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee (after taking into account any deductibles, copayments or other cost sharing arrangements) on account of such Damages, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks. In the event that the Indemnitee subsequently collects any such insurance proceeds or indemnity, contribution or other similar payments in respect of such Damages after receiving any indemnification payments from the Indemnitor under this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount of such insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks; provided, however, that in no event shall the Indemnitee be required to pay over to the Indemnitor an amount in excess of the amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such Claim. (cb) The Parties shall cooperate with each other with respect to resolving any Claim with respect to which any Indemnitor is or may be obligated to indemnify any Indemnitee hereunder, including by making commercially reasonable efforts to mitigate or avoid any Damages in connection therewith. In the event that any Party shall fail to make such commercially reasonable efforts to mitigate or avoid any such Damages, then, notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify any Person for any Damages to the extent that such Damages could have reasonably been expected to have been mitigated or avoided had such efforts been made. (dc) Notwithstanding anything to the contrary contained in this Agreement, no Party Seller shall not be liable to any Person (whether in contract, in tort or otherwise) for any consequential, incidental, indirect, special or punitive damages, or any loss of future revenue, income or profits, or any diminution of value or multiples-of-earnings damages except in relating to a breach or alleged breach of this Agreement, whether or not the case possibility of Seller, to the extent such damages are included has been disclosed to Seller in Retained Liabilities, and in the case of Purchaser and Guarantor, to the extent such damages are included in Assumed Liabilities. “Consequential” advance or “special” damages shall mean damages which are not actual or direct damagescould have been reasonably foreseen by Seller.

Other Indemnification Limits. (a) The indemnities provided in this Agreement shall survive the Closing; provided, however, that the indemnities provided under Section 10.02(b), Section 10.02(c), Section 10.02(d), Section 10.03(b) and Section 10.03(c) shall terminate and expire with respect to any representation, warranty, covenant or agreement when such representation, warranty, covenant or agreement terminates pursuant to Section 10.01. (b) The Parties agree, for themselves and on behalf of their respective Affiliates and their respective Representatives, that the amount of any Damages that are subject to an indemnification obligation under this Article X shall be reduced by any insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee (after taking into account any deductibles, copayments or other cost sharing arrangements) on account of such Damages, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks. In the event that the Indemnitee subsequently collects any such insurance proceeds or indemnity, contribution or other similar payments in respect of such Damages after receiving any indemnification payments from the Indemnitor under this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount of such insurance proceeds or indemnity, contribution or other similar payments actually received by the Indemnitee, less any related costs and expenses, including the aggregate cost of pursuing any indemnity contribution, insurance or similar claims or other chargebacks; provided, however, that in no event shall the Indemnitee be required to pay over to the Indemnitor an amount DB02/0502991.0000/9783465.8 WP01 in excess of the amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such Claim. (c) The Parties shall cooperate with each other with respect to resolving any Claim with respect to which any Indemnitor is or may be obligated to indemnify any Indemnitee hereunder, including by making commercially reasonable efforts to mitigate or avoid any Damages in connection therewith. In the event that any Party shall fail to make such commercially reasonable efforts to mitigate or avoid any such Damages, then, notwithstanding anything else to the contrary contained herein, the Indemnitor shall not be required to indemnify any Person for any Damages to the extent that such Damages could have reasonably been expected to have been mitigated or avoided had such efforts been made. (d) Notwithstanding anything to the contrary contained in this Agreement, no Party shall not be liable to any Person (whether in contract, in tort or otherwise) for any consequential, incidental, indirect, special or punitive damages except in the case of Seller, to the extent such damages are included in Retained Liabilities, and in the case of Purchaser and Guarantor, to the extent such damages are included in Assumed Liabilities. “Consequential” or “special” damages shall mean damages which are not actual or direct damages.