Common use of Certain Other Restrictions on Indemnification Clause in Contracts

Certain Other Restrictions on Indemnification. (a) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (i) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (i) shall not apply with respect to any Taxes with respect to a Purchased Asset for (or allocable to) any Tax period (or portion thereof) ending on the Closing Date), or (ii) are duplicative of Losses that have previously been recovered hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes)

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Certain Other Restrictions on Indemnification. (a) 7.6.1 Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (ia) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (ia) shall not apply with respect to any Taxes with respect to of the Company or any Company Subsidiary for a Purchased Asset for (Pre-Closing Tax Period or allocable to) any Tax period (or to the portion thereof) of a Straddle Period ending on the Closing Date), ) or (iib) are duplicative of Losses that have previously been recovered hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Landsea Homes Corp), Membership Interest Purchase Agreement (Landsea Homes Corp)

Certain Other Restrictions on Indemnification. (a) Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (i) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (i) shall will not apply with respect to any Taxes with respect to a Purchased Asset for of the Company (or allocable to) any Tax tax period (or portion thereof) ending on or before the Closing Date), or (ii) are duplicative of Losses that have previously been recovered hereunderrecovered.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (MSG Entertainment Spinco, Inc.), Membership Interest Purchase Agreement (Madison Square Garden Co)

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Certain Other Restrictions on Indemnification. (a) 7.7.1 Notwithstanding anything contained in this Agreement to the contrary, no Buyer Indemnified Party will have any right to indemnification under this Agreement with respect to any Losses to the extent (and only to the extent) such Losses (ia) arise solely out of changes after the Closing Date in applicable Law or interpretations or applications thereof (provided that this clause (ia) shall not apply with respect to any Taxes with respect to of the Company for a Purchased Asset for (Pre-Closing Tax Period or allocable to) any Tax period (or to the portion thereof) of a Straddle Period ending on the Closing Date), ) or (iib) are duplicative of Losses that have previously been recovered hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Landsea Homes Corp)

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