Calculation of Damage. The amount of any Damages for which indemnification is provided hereunder shall be (i) net of any reserves, liability accruals or other provisions for such Damages reflected on the Company Financial Statements or the Parent Financial Statements, as applicable, except otherwise provided herein, and (ii) net of any amounts received by the Company Indemnified Party or the Parent Indemnified Party seeking indemnification hereunder with respect to such Damages under insurance policies or from third parties pursuant to rights to indemnification or contribution, reimbursement, offset or other recovery.
Calculation of Damage. (a) The amount of any Damages for which indemnification is provided under this Article IX shall be (i) net of any reserves, liability accruals or other provisions for such Damages reflected on the Cardo Financial Statements or Parent’s financial statements included in the Current SEC Reports, as applicable, and (ii) net of any amounts received within the Escrow Period by the Cardo Indemnified Party or the Parent Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) with respect to such Damages under insurance policies or from third parties pursuant to rights to indemnification or contribution, reimbursement, offset or other recovery.
(b) In calculating the amount of any Damages hereunder, there shall be deducted any present reduction (or future reduction if realized by the Indemnified Party during the Escrow Period) in liabilities for Taxes of the Indemnified Party resulting from the facts giving rise to the claim for indemnification net of any increase in liabilities for Taxes resulting from the indemnification payment.
(c) In no event shall any party be liable to any other party for punitive, exemplary, special, incidental or consequential damages or the like, including damages for loss of revenue, loss of profits, business interruption, cost of capital or loss of business reputation or opportunity, relating to any claim arising out of or relating to this Agreement or the transactions contemplated hereby, regardless of whether a claim is based on contract, tort, strict liability or any other legal or equitable principle, other than indemnification of amounts paid or payable to third parties in respect of any third party claim for which indemnification is required hereunder.
Calculation of Damage. 8.3.1 In calculating the amount owed by the Seller under this Article 8 in relation to a case of Damage, account will be taken of:
(a) the amount of any allowance or any other liability entered in the Reference Accounts (including any allowance or depreciation entered to determine the net value of an asset item) which proves after the date of this Agreement to be overestimated or unfounded,
(b) the amount of any payment or compensation that has actually been recovered by the Buyer or the Company, as applicable, from an insurer or from a third party in relation to that Damage, net of any Tax attributable to that compensation or payment and net of the costs and expenses incurred on account of that payment or compensation,
(c) the amount by which any Tax owed by the person suffering the Damage has actually been reduced on account of such Damage (excluding any increase in the amount of tax losses that can be carried forward),
(d) if this amount is owed under Article 8.1.1(a), the amount of any allowance set aside in the Reference Accounts in respect of the fact or event behind that Damage, net of any Tax attributable to the carrying forward of that allowance,
(e) if this amount is owed under Article 8.1.1(b) or under Article 8.1.1(c), the decrease in any Company liability with respect to the amount entered in the Reference Accounts if this decrease results or originates from a fact or event prior to the Reference Accounts Date, and (ii) the increase in any Company asset, subject to the stipulations of Article 8.1.3, resulting or originating from a fact or event prior to the Reference Accounts Date, and which has not been entered or which exceeds the amount entered in relation to that fact or event in the Reference Accounts, in each case net of any Tax attributable to that decrease in liability or increase in asset, and on the understanding that any such deduction will only be applied if, on the date on which the Buyer sends its request for payment under this Article 8, in a Claim or Additional Claim, this decrease in liability or increase in asset has been duly recorded in the Company's certified annual accounts, and (iii) to avoid any ambiguity, only once for the same decrease in liability or increase in asset, it being specified that if, with respect to the same Damage, the application of paragraphs (a) to (e) above means that the same sum can be deducted several times, it will be deducted only once. Furthermore, no Claim against the Seller will be allowed i...
Calculation of Damage. The amount of any Damages for which indemnification is provided under this Article IX shall be (i) net of any reserves, liability accruals or other provisions for such Damages reflected on the Cardo Financial Statements or Parent’s financial statements included in the Current SEC Reports, as applicable, and (ii) net of any amounts received within the Escrow Period by the Cardo Indemnified Party or the Parent Indemnified Party seeking indemnification hereunder (the “Indemnified Party”) with respect to such Damages under insurance policies or from third parties pursuant to rights to indemnification or contribution, reimbursement, offset or other recovery.
