Further Indemnity Limitations. 9.6.1 The amount of any indemnifiable Loss shall be reduced (i) to the extent any Indemnified Party actually receives any insurance proceeds with respect to such Loss, (ii) to take into account, if applicable, any net Tax benefit actually received from the recognition of the Loss and (iii) to take into account any payment actually received by an Indemnified Party with respect to such Loss.
Further Indemnity Limitations. The amount of any Loss shall be reduced (i) to the extent any Person entitled to receive indemnification under this Agreement receives any insurance proceeds with respect to a Loss and (ii) to take into account any payment or payments actually received by a Person entitled to receive indemnification under this Article X with respect to a Loss.
Further Indemnity Limitations. The amount of any indemnifiable Loss shall be reduced (i) to the extent any Indemnified Party actually receives any insurance proceeds with respect to such Loss, (ii) to take into account any net Tax benefit arising from the recognition of the Loss, (iii) to take into account any payment actually received by an Indemnified Party from a third party with respect to such Loss, and (iv) to the extent of any Loss that is attributable to a determination that the initial Tax Basis of the assets of the Company should not be increased by the amount of the nonqualified decommissioning liability.
Further Indemnity Limitations. The amount of any Loss shall be reduced (i) to the extent any Person entitled to receive indemnification under this Agreement receives any insurance proceeds with respect to a Loss, (ii) to take into account any Tax Benefit arising from the recognition of the Loss, and (iii) to take into account any payment or payments actually received by a Person entitled to receive indemnification under this Article 12 with respect to a Loss. None of the Buyer Indemnitees shall be entitled to indemnification by Seller under Section 12.1(a)(i) for any Losses arising from any breach or inaccuracy of any representation or warranty in Article 4 of this Agreement which was within the knowledge of any of the Buyer Indemnitees at any time prior to or at the Closing, including any such breach or inaccuracy known to a Buyer or its Affiliates by reason of Seller having delivered written notice thereof (in a Schedule, a supplemental Schedule, or otherwise) to Buyers at or prior to Closing. For the purposes of the foregoing limitation, LP Buyer shall not be imputed with any knowledge of Corp Buyer or any of its Affiliates (other than the LP Buyer). For purposes of clarity, Seller’s obligation to indemnify the Buyer Indemnitees under Section 12.1(a)(i) or (iii) for a Loss or Losses arising out of an Acquired Company shall be limited to and shall not exceed the share of such Loss or Losses related to Seller’s aggregate direct and indirect ownership interest in such Related Company as of the Closing Date.
Further Indemnity Limitations. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary:
Further Indemnity Limitations. Furthermore, no claim for indemnification may be made or pursued (and each Party, as applicable, expressly waives any right to indemnification) (i) for any indirect, consequential, special or punitive damages, economic loss or loss of profits, except to the extent such damages or loss are payable to a third party, (ii) by Buyer for the effect of any multiple or multiplier that may have been used by Buyer in its projections or computation of the Purchase Price except to the extent such Losses (after accounting for such multiple or multiplier) are payable to a third party, or (iii) for any matters attributable to the acts or omissions of, or on behalf of, or consented to, by such Party.
Further Indemnity Limitations. No indemnification shall be required to be made by Purchaser pursuant to Section 11.1(b)(iii) with respect to any Liabilities for any matter for which a Seller is bound to indemnify Purchaser Indemnitees pursuant to Section 11.1(a) as limited herein.
Further Indemnity Limitations. The amount of any Loss shall be reduced (i) to the extent any Indemnified Party receives any insurance proceeds with respect to such Loss, (ii) to take into account any net Tax benefit arising from the recognition of the Loss, and (iii) to take into account any payment actually received by an Indemnified Party with respect to a Loss. Sole and Exclusive Remedy. From and after the Closing, except as provided in Section 6.6 of this Agreement for any claim in respect of Taxes, the indemnification provisions of this Article 11 shall be the sole and exclusive remedy of each Party (including the Seller Indemnified Parties and the Buyer Indemnified Parties) (i) for any breach of the other Party's representations, warranties, covenants, or agreements contained in this Agreement or (ii) otherwise with respect to this Agreement or the transactions contemplated hereby. Compliance with Express Negligence Rule. All releases, disclaimers, limitations on liability, and indemnities in this Agreement, including those in this Article 11, shall apply even in the event of the sole, joint, and/or concurrent negligence, strict liability, or fault of the party whose liability is released, disclaimed, limited, or indemnified. Termination and Remedies Termination.
Further Indemnity Limitations. The amount of any Losses shall be reduced (i) to the extent any Indemnified Party receives any insurance proceeds with respect to such Losses (which shall not include payments pursuant to self insurance programs), net of the present value of any increase in insurance premiums to be paid by the Indemnified Party as a result of such Losses and all costs and expenses incurred by the Indemnified Party in recovering such proceeds from its insurers, (ii) to take into account any Tax refund, Tax credit or reduction in Taxes actually and currently realized as a result of the recognition of the Losses, and (iii) to take into account any payment actually received by an Indemnified Party with respect to such Losses.
Further Indemnity Limitations
