Common use of Certain General Provisions Clause in Contracts

Certain General Provisions. (a) The Buyer shall procure that reasonable steps and proceedings are taken by the Buyer and each Group Company to mitigate any Loss, but only to the extent the Buyer would have been obliged to do so under English law if the claim was for damages rather than an indemnity. (b) If (whether before or after payment of any claim by the Sellers under Clause 9.1(a)) the Buyer actually recovers any amount from a third party (including any insurer) in respect of that claim or its subject matter, then the amount of the relevant claim shall be reduced € for € by such recovery amount (less all costs incurred by the Buyer or any member of the Group in making such recovery) and if the Sellers have already made payment under such claim, the Buyer shall refund the lower of (i) the amount actually received from such third party and (ii) the amount paid by the Sellers, less in each case all costs incurred by the Buyer or any member of the Group in making such recovery. (c) The remedies provided for in Clause 9.1(a) shall constitute the sole and exclusive remedy for any post-Closing claims made by the Buyer for inaccuracies in, or breaches of, the Sellers’ Warranties, or breaches or non-performance of covenants, agreements or obligations of the Sellers, under this Agreement. (d) If the Buyer is entitled to claim under the Tax Deed or under the Sellers’ Warranties in respect of the same liability, the Buyer may claim under either or both but payments under the Tax Deed shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers’ Warranties in respect of the same liability and vice versa. (e) If the Buyer is entitled to claim under paragraph 6.1 of Schedule 3 or under the Sellers’ Warranties in respect of the same liability, the Buyer may claim under either or both but payments under paragraph 6.1 of Schedule 3 shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers’ Warranties in respect of the same liability and vice versa. (f) The Parties agree to treat all payments made by the Sellers to the Buyer under Clause 9.1(a), Clause 9.2, paragraph 6.1 of Schedule 3, Schedule 6 and under the Tax Deed as adjustments to the Purchase Price to the extent permitted by Law.

Certain General Provisions. (a) The Buyer Any Indemnifiable Claim under this Article IX with respect to any inaccuracy in, or breach or nonperformance by either Party of, a representation, warranty, covenant or agreement shall procure that reasonable steps and proceedings are taken be limited to the amount of the actual Losses sustained by the Buyer and each Group Company Indemnified Party by reason of such inaccuracy, breach or nonperformance, net of any insurance proceeds received by the Indemnified Party. In no event shall an Indemnified Party be entitled to mitigate recover for Losses under more than one provision in respect of any Loss, but only to the extent the Buyer would have been obliged to do so under English law if the claim was for damages rather than an indemnityone Indemnifiable Claim. (b) If (whether before or after payment of any claim by the Sellers under Clause 9.1(a)) the Buyer actually recovers any amount from a third party (including any insurer) in respect of that claim or its subject matter, then the amount of the relevant claim shall be reduced € for € by such recovery amount (less all costs incurred by the Buyer or any member of the Group in making such recovery) and if the Sellers have already made payment under such claim, the Buyer shall refund the lower of (i) the amount actually received from such third party and (ii) the amount paid by the Sellers, less in each case all costs incurred by the Buyer or any member of the Group in making such recovery. (c) The remedies provided for in Clause 9.1(a) shall this Article IX shall, in the absence of fraud, constitute the sole and exclusive remedy for any post-Closing claims made by the Buyer for inaccuracies in, or breaches of, any representations or warranties made by the Sellers’ WarrantiesParties, or breaches or non-performance nonperformance of covenants, agreements covenants or obligations of the SellersParties, under this Agreement. Each Party hereby waives any provision of Law to the extent that it would limit or restrict the agreement contained in this Section. (c) If any Party had knowledge prior to the execution of this Agreement that any representation or warranty of the other Party contained in this Agreement was not true and correct as of the date hereof, it may not assert such breach of a representation and warranty (a) as a basis not to consummate the transactions contemplated by this Agreement, or (b) as a basis for an indemnification claim under Article IX. For purposes of this Section 9.4(c), Buyer shall be deemed to have “knowledge” only if one of the following individuals had actual knowledge of the failure of such representation or warranty to be true and correct based on information provided by Seller: Xxxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Philippe Costeletos and Xxxxx Xxxxxxxxxxxx. (d) If The Parties shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the Buyer is entitled other Party hereunder, including by making commercially reasonable efforts to resolve any such claim under or liability. In the Tax Deed event that any Party shall willfully fail to make such commercially reasonable efforts to resolve any claim or under the Sellers’ Warranties in respect of the same liability, then notwithstanding anything else to the Buyer contrary contained herein, the other Party shall not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if such Party, as the case may claim under either or both but payments under the Tax Deed shall pro tanto satisfy and discharge any claim which is capable of being be, had made under the Sellers’ Warranties in respect of the same liability and vice versasuch efforts. (e) If Any refunds or credits of Taxes received by the Buyer is Company attributable to Taxes for any period ending on or before December 31, 2004 (“Pre-2005 Refunds”) for which Seller could be liable under Article IX (taking into account Seller’s respective sharing percentages of Tax liabilities as provided in Sections 9.1(b) and (c)) shall be paid to Seller. For the avoidance of doubt, Seller shall be entitled to payment hereunder for an amount equal to (i) 90.00% of Pre-2005 Refunds received by the Company until aggregate Pre-2005 Refunds received are equal to the reserve for Taxes described in Section 9.1(b), and (ii) 80.00% of Pre-2005 Refunds received by the Company thereafter. Upon Seller’s request and based on a reasonable determination by the Company that (i) the Company has a reasonable basis for claiming a material refund or credit for a Pre-2005 Refund and (ii) the Company would not suffer a material offsetting prejudicial Tax effect, Buyer shall, and shall cause the Company to, reasonably cooperate with filing for and claiming such Pre-2005 Refunds. Seller shall be responsible for its own expenses and reimburse the Company for its reasonable expenses (including the cost of accountants and counsel) incurred in filing for and claiming such Pre-2005 Refunds. Buyer shall, and shall cause the Company to, permit Seller to control the administration and settlement of such Pre-2005 Refund claims, but Seller shall provide the Company notice of, and allow the Company to participate in, the claim under paragraph 6.1 of Schedule 3 or under administration and settlement. Notwithstanding the Sellers’ Warranties foregoing, (i) Seller shall not be entitled to settle any claim in respect a manner that may affect the liability for Taxes of the same liabilityCompany in a manner adverse to the Company either (x) for which Seller does not have an indemnification obligation under Article IX, or (y) for any period ending after December 31, 2004, to any extent (including, but not limited to, the Buyer may claim under either imposition of income Tax deficiencies, the reduction of asset basis or both but payments under paragraph 6.1 cost adjustments, the lengthening of Schedule 3 shall pro tanto satisfy and discharge any claim which is capable amortization or depreciation periods, the denial of being made under amortization or depreciation deductions, or the Sellers’ Warranties in respect reduction of loss or credit carryforwards) without the prior written consent of the same liability Company, and vice versa. (fii) The Parties agree the Company shall control the administration and settlement of any refund claim upon its reasonable determination that a material offsetting prejudicial Tax effect has developed (or may develop) since the initiation of such claim. Buyer shall, and shall cause the Company, to treat all payments made by notify Seller of any notice it receives that the Sellers Company may be entitled to a material refund or credit for Pre-2005 Refunds and to respond to any reasonable inquiry from Seller regarding the existence of any state of facts that would constitute a reasonable basis for claiming a Pre-2005 Refund. Buyer shall, and shall cause the Company, to promptly remit amounts due under this Section 9.4(e) to the Buyer under Clause 9.1(a), Clause 9.2, paragraph 6.1 of Schedule 3, Schedule 6 and under the Tax Deed as adjustments to the Purchase Price to the extent permitted by LawSeller.

Certain General Provisions. (a) The Buyer Any Indemnifiable Claim under this Article IX with respect to any inaccuracy in, or breach or nonperformance by either Party of, a representation, warranty, covenant or agreement shall procure that reasonable steps and proceedings are taken be limited to the amount of the actual Losses sustained by the Buyer and each Group Company Indemnified Party by reason of such inaccuracy, breach or nonperformance, net of any insurance proceeds received by the Indemnified Party. In no event shall an Indemnified Party be entitled to mitigate recover for Losses under more than one provision in respect of any Loss, but only to the extent the Buyer would have been obliged to do so under English law if the claim was for damages rather than an indemnityone Indemnifiable Claim. (b) If (whether before or after payment of any claim by the Sellers under Clause 9.1(a)) the Buyer actually recovers any amount from a third party (including any insurer) in respect of that claim or its subject matter, then the amount of the relevant claim shall be reduced € for € by such recovery amount (less all costs incurred by the Buyer or any member of the Group in making such recovery) and if the Sellers have already made payment under such claim, the Buyer shall refund the lower of (i) the amount actually received from such third party and (ii) the amount paid by the Sellers, less in each case all costs incurred by the Buyer or any member of the Group in making such recovery. (c) The remedies provided for in Clause 9.1(a) shall this Article IX shall, in the absence of fraud, constitute the sole and exclusive remedy for any post-Closing claims made by the Buyer for inaccuracies in, or breaches of, any representations or warranties made by the Sellers’ WarrantiesParties, or breaches or non-performance nonperformance of covenants, agreements covenants or obligations of the SellersParties, under this Agreement. Each Party hereby waives any provision of Law to the extent that it would limit or restrict the agreement contained in this Section. (c) If any Party had knowledge prior to the execution of this Agreement that any representation or warranty of the other Party contained in this Agreement was not true and correct as of the date hereof, it may not assert such breach of a representation and warranty (a) as a basis not to consummate the transactions contemplated by this Agreement, or (b) as a basis for an indemnification claim under Article IX. For purposes of this Section 9.4(c), Buyer shall be deemed to have “knowledge” only if one of the following individuals had actual knowledge of the failure of such representation or warranty to be true and correct based on information provided by Seller: Xxxxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxx, Philippe Costeletos and Xxxxx Xxxxxxxxxxxx. (d) If The Parties shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the Buyer is entitled other Party hereunder, including by making commercially reasonable efforts to resolve any such claim under or liability. In the Tax Deed event that any Party shall willfully fail to make such commercially reasonable efforts to resolve any claim or under the Sellers’ Warranties in respect of the same liability, then notwithstanding anything else to the Buyer contrary contained herein, the other Party shall not be required to indemnify any Person for any Loss that could reasonably be expected to have been avoided if such Party, as the case may claim under either or both but payments under the Tax Deed shall pro tanto satisfy and discharge any claim which is capable of being be, had made under the Sellers’ Warranties in respect of the same liability and vice versasuch efforts. (e) If Any refunds or credits of Taxes received by the Buyer is Company attributable to Taxes for any period ending on or before December 31, 2004 (“Pre-2005 Refunds”) for which Seller could be liable under Article IX (taking into account Seller’s respective sharing percentages of Tax liabilities as provided in Sections 9.1(b) and (c)) shall be paid to Seller. For the avoidance of doubt, Seller shall be entitled to payment hereunder for an amount equal to (i) 90.00% of Pre-2005 Refunds received by the Company until aggregate Pre-2005 Refunds received are equal to the reserve for Taxes described in Section 9.1(b), and (ii) 80.00% of Pre-2005 Refunds received by the Company thereafter. Upon Seller’s request and based on a reasonable determination by the Company that (i) the Company has a reasonable basis for claiming a material refund or credit for a Pre-2005 Refund and (ii) the Company would not suffer a material offsetting prejudicial Tax effect, Buyer shall, and shall cause the Company to, reasonably cooperate with filing for and claiming such Pre-2005 Refunds. Seller shall be responsible for its own expenses and reimburse the Company for its reasonable expenses (including the cost of accountants and counsel) incurred in filing for and claiming such Pre-2005 Refunds. Buyer shall, and shall cause the Company to, permit Seller to control the administration and settlement of such Pre-2005 Refund claims, but Seller shall provide the Company notice of, and allow the Company to participate in, the claim under paragraph 6.1 of Schedule 3 or under administration and settlement. Notwithstanding the Sellers’ Warranties foregoing, (i) Seller shall not be entitled to settle any claim in respect a manner that may affect the liability for Taxes of the same liability, the Buyer may claim under either or both but payments under paragraph 6.1 of Schedule 3 shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers’ Warranties in respect of the same liability and vice versa. (f) The Parties agree to treat all payments made by the Sellers to the Buyer under Clause 9.1(a), Clause 9.2, paragraph 6.1 of Schedule 3, Schedule 6 and under the Tax Deed as adjustments to the Purchase Price to the extent permitted by Law.Company in