Buyer Acknowledgment. Buyer acknowledges and agrees that any Claim or Warranty Claim by Buyer or Third Party Claim (as applicable) shall be subject to all of the following: (A) No liability will attach to Seller under this Agreement to the extent that the loss has been recovered by Buyer under any other term of this Agreement or any other document referred to in this Agreement. Buyer may only recover once in respect of the same loss. (B) Seller shall not be liable for any Claim or Warranty Claim to the extent that the subject of the Claim or Warranty Claim has been or is made good or is otherwise compensated for without cost to Buyer. (C) No breach by a Party of any representation, warranty, covenant, agreement or condition of this Agreement shall be deemed to be a breach of any provision of this Agreement for any purpose hereunder and neither the other Party nor any Affiliate of the other Party shall have any Claim or recourse against such Party or its directors, officers, employees, Affiliates, controlling Persons, agents, advisors or representatives with respect to such breach if the other Party or any Affiliate had actual knowledge prior to the Closing Date of such breach or of the threat of such breach or the circumstances giving rise to such breach. Actual knowledge under this Section 10.11(C) will be deemed to include anything disclosed to Buyer in the Data Room.
Appears in 4 contracts
Samples: Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement, Asset Sale and Purchase Agreement (Tesoro Logistics Lp)
