Reduction of Liability Clause Samples

Reduction of Liability. In the event that any member of the Biotechnologies Group makes a payment to any BioPharma Indemnitee hereunder, and the amount of Liabilities paid or the direct out-of-pocket costs incurred by BioPharma for the Indemnitee are subsequently recovered by the BioPharma Indemnitee, either directly or through a third-party recovery (other than as a result of a recovery under an insurance policy owned by BioPharma and under which Biotechnologies is not an insured or an additional insured), BioPharma will promptly repay (or will procure the relevant BioPharma Indemnitee promptly to repay) such member of the Biotechnologies Group the amount by which the payment made by such member of the Biotechnologies Group exceeds the amount of the Liabilities actually paid by the BioPharma Indemnitee.

Reduction of Liability. To the extent permitted by law, the liability of a party under or in connection with this Agreement will be reduced proportionately by the extent, if any, to which a Force Majeure Event or a breach of this Agreement by, or the negligent acts or omissions of, the other party (or its Personnel) caused or contributed to the relevant Loss suffered or incurred by the other party.

Reduction of Liability. The calculation of any Losses shall take into account any insurance, warranty, litigation or settlement proceeds recoverable by and paid to the Indemnified Party (net of any costs and expenses, and net of any insurance premium increases resulting from such Losses or claims relating to such Losses) from any third party relating to the liability that gave rise to the indemnity.

Reduction of Liability. The liability of Champion Regal in respect of any claim under this Agreement is reduced or extinguished (as the case may be) to the extent that: (a) the subject matter of any claim is provided for in the Accounts or the Management Accounts; or (b) except as otherwise provided in clause 9.14(c), the claim occurs or is increased as a result of legislation not in force or in effect at the date of this Agreement; or (c) except as otherwise provided in clause 9.14(c), the claim occurs as a result of a change after the date of this Agreement in any law or interpretation of law and administrative practice of a government or regulatory body; or (d) any act or omission of Valspar after the Closing Date, committed or effected outside the ordinary course of business and which is inconsistent with the Group’s past practice in the knowledge that such act or omission would reasonably give rise to or increase the extent of a claim under this Agreement (but the reduction under this clause 9.12(d) only relates to the extent the claim is increased).

Reduction of Liability. In the event that any member of the BioPharma Group makes a payment to any Biotechnologies Indemnitee hereunder, and the amount paid or the direct out-of-pocket costs incurred by the Biotechnologies Indemnitee for the Liabilities on account of which such payment was made are subsequently recovered by the Biotechnologies Indemnitee, either directly or through a third-party recovery, Biotechnologies will promptly repay (or will procure an Biotechnologies Indemnitee to promptly repay) such member of the BioPharma Group the amount by which the payment made by such member of the BioPharma Group exceeds the amount of the Liabilities actually paid by the Biotechnologies Indemnitee.

Reduction of Liability. In the event that any member of the Medco Group makes a payment to any Merck Indemnitee hereunder, and the Liabilities on account of which such payment was made are subsequently diminished or reduced, either directly or through a third-party recovery (other than as a result of a recovery under a Merck Insurance Policy, unless such recovery is pursuant to the Credit Support Insurance Coverage, if any), Merck will promptly repay (or will procure the relevant Merck Indemnitee promptly to repay) such member of the Medco Group the amount by which the payment made by such member of the Medco Group exceeds the actual cost of the associated indemnified Liabilities.

Reduction of Liability. The liability of a party furnishing a bond or escrow shall be reduced, upon payment of any bond or escrow to the Surviving Plans, by the amount thereof in accordance with Section 4204(a)(4) of ERISA.

Reduction of Liability. A liability of a Party to the other Party under this clause 16.5 is reduced to the extent that: (a) the other Party has not taken all reasonable steps to minimise its own liability, loss or damage in relation to an act, omission or event; or (b) an act or omission by the other Party has contributed to any liability, loss or damage incurred.

Reduction of Liability. In the event that any member of the Merck Group makes a payment to any Medco Indemnitee hereunder, and the Liabilities on account of which such payment was made are subsequently diminished or reduced, either directly or through a third-party recovery, Medco will promptly repay (or will procure a Medco Indemnitee to promptly repay) such member of the Merck Group the amount by which the payment made by such member of the Merck Group exceeds the actual cost of the associated indemnified Liabilities.