Consequential Damages; Mitigation. Neither Party shall have any obligation to indemnify any Seller Indemnitee or Buyer Indemnitee for (a) any Consequential Damages or (b) any other Damages that are (i) caused, contributed to or exacerbated by the actions of any Buyer Indemnitee (in the case of Seller's indemnification obligations) or any Seller Indemnitee (in the case of Buyer's indemnification obligations) or by the failure of any Buyer Indemnitee (in the case of Seller's indemnification obligations) or any Seller Indemnitee(in the case of Buyer's indemnification obligations) to use all reasonable efforts to mitigate any such Damages, (ii) recovered or recoverable by the Indemnitee from any third party (including insurers) or (iii) offset by tax savings realized on account of such Damages by the Indemnitee or any of its Affiliates.
Consequential Damages; Mitigation. No Party shall have any obligation --------------------------------- to indemnify or hold harmless any Party for (a) consequential Losses arising out of any interruption of business, loss of profits, loss of use of facilities, loss of goodwill or other direct damages or (b) any other Losses to the extent same are (i) caused, contributed to or exacerbated by the actions of the Indemnified Party, or (ii) recovered by the Indemnified Party under any insurance policy listed on Schedule 3.22(a) and the premiums for which were paid prior to the Transfer Date, or (iii) offset by tax savings realized and received on account of such Losses by the Indemnified Party or any of its Affiliates.
Consequential Damages; Mitigation. None of the Parent and the Seller or the Purchaser shall have any Liability under Section 7.1 or Section 7.2, respectively, with respect to any Consequential Damages and/or under Section 7.1 or Section 7.2, respectively, with respect to any Damages that are (i) recovered by any Indemnitee from any third party (including insurers), or (ii) offset by tax savings actually realized on account of such Damages by any Indemnitee. Any exclusion, recovery or offset contemplated by the immediately preceding sentence shall reduce the amount of Damages suffered by any Indemnitee for all purposes of this Agreement, including Section 7.4(a) and Section 7.4(b) by the amount of such exclusion, recovery or offset and only the reduced amount of Damages shall be applied to the amount specified in Section 7.4(c). If the amount of any Damages suffered by any Indemnitee is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to Section 7.1 or Section 7.2, as applicable, by recovery from any other third party (including any insurer) or upon the realization of any tax savings on account of such Damages, an amount equal to the amount of such reduction (not to exceed, in any event, the amount so previously paid in respect thereof by the Indemnifying Party) shall promptly be repaid by the Indemnitee to the Indemnifying Party.
Consequential Damages; Mitigation. Neither NPC Group nor Investor shall have any obligation to indemnify any NPC Group Indemnitee or Investor Indemnitee for (a) any Consequential Damages, or (b) any other Damages (i) that are recovered by the Indemnitee from any third party (including insurers), or (ii) to the extent (and as of and not until the time) such Damages are offset by actual tax savings realized on account of such Damages by the Indemnitee or any of its Affiliates.
Consequential Damages; Mitigation. Neither Seller nor --------------------------------- Buyer shall have any obligation to indemnify the other for any damages arising out of any interruption of business, loss of profits, loss of use of facilities, claims of customers, loss of goodwill or other indirect damages, or for damages that are (a) recovered or recoverable from any third party (including any insurer), or (b) offset by tax savings realized on account of such damages by the non-breaching party or any of its Affiliates.
Consequential Damages; Mitigation. Neither the Seller nor the Buyer will have any obligation to indemnify any Buyer Indemnitee or Seller Indemnitee for (a) any Consequential Damages, or (b) any other Losses (i) that are recovered by the indemnitee from any third party (including insurers, subject to the last two sentences of this clause (c)), or (ii) to the extent (and as of and not until the time) such Losses are offset by actual tax savings realized on account of such Losses by the indemnitee or any of its Affiliates. In the event any relevant insurance payment has not been received at the time an amount is due any Buyer Indemnitee or Seller Indemnitee, as the case may be, pursuant to the provisions of Article 7 hereof, then the amount so due shall be paid in full by the Seller or the Buyer, as the case may be. To the extent the Buyer Indemnitee or Seller Indemnitee, as the case may be, receives any payment pursuant to any insurance policies as to a claim with respect to which it has previously received payment from the Seller or the Buyer, as the case may be, hereunder, then in such event the Buyer Indemnitee or Seller Indemnitee, as the case may be, shall promptly reimburse the Seller or the Buyer, as the case may be, for the full amount of any such duplicate payment received.
Consequential Damages; Mitigation. Neither party shall have any obligation to indemnify any party for (a) any consequential Losses arising out of any interruption of business, loss of profits, loss of use of facilities, claims of customers, loss of goodwill or other indirect damages or (b) any other Losses or Expenses to the extent they are (i) caused, contributed to or exacerbated by the actions of any Indemnified Party, (ii) recovered or recoverable by such Indemnified Party from any third party (including insurers) or (iii) offset by 49 tax savings realized on account of such Losses or Expenses by the Indemnified Party or any of its Affiliates.
