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.
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. 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.
9.6.2 Anything contained in this Agreement to the contrary notwithstanding, the Parties shall be liable for any and all Losses pursuant to Section 9.1, whether or not the breach, inaccuracy or omission of the applicable representation and warranty, or the facts and circumstances underlying such breach was disclosed to or otherwise known by them prior to Closing.
9.6.3 Neither the period of survival nor the liability of the Seller with respect to the Seller's representations and warranties shall be reduced by any investigation made at any time by or on behalf of Buyer. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by Buyer to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.
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. (a) The amount of any indemnifiable 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 payment actually received by an Indemnified Party with respect to such Loss
(b) Notwithstanding anything to the contrary in this Agreement, Sellers shall not be liable for any Losses based upon, arising out of or otherwise in respect of, (i) any fact, matter, event or circumstance which is disclosed in this Agreement, including the Schedules or it is reasonably apparent that such fact or matter has been disclosed in the Financial Statements of the Company, or (ii) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement if Purchaser had knowledge of such inaccuracy or breach prior to the Closing.
(c) In case of Losses incurred by the Company or the Subsidiaries, Sellers shall indemnify the Purchaser Indemnified Parties only to the extent of such Purchaser Indemnified Parties direct or indirect pro rata participation in the outstanding capital of the Company and/or the Subsidiaries which directly suffered the Loss.
Further Indemnity Limitations. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary:
(a) In the event of any claim regarding a breach of Seller's representations and warranties contained in Section 5.2, the Parties agree that to the extent that any Loss is paid, assumed or otherwise incurred by the Partnership, Seller's liability to Buyer under Section 8.1(a) shall be equal twenty percent (20%) of such Loss.
(b) The amount of any indemnifiable Loss shall be reduced (i) to take into account any net Tax benefit arising from the recognition of the Loss and (ii) to take into account any payment actually received by an Indemnitee with respect to such Loss. The amount of any indemnifiable Loss shall be increased to take into account any net Tax cost incurred or to be incurred by an Indemnitee as a result of the receipt or accrual of any payment due hereunder with respect to such Loss.
(c) Anything contained in this Agreement to the contrary notwithstanding, Seller shall not be liable for any Losses pursuant to Section 8.1(a)(i) in respect of any breach of any representation or warranty set forth in Section 5.2, to the extent that Buyer had Knowledge of the breach of the representation and warranty, or the facts and circumstances underlying such breach, as of the date of this Agreement or as of the Closing Date.
(d) Anything in this Agreement to the contrary notwithstanding, under no circumstances shall Seller be obligated to indemnify or make any contribution more than once for the same Loss, whether directly or pursuant to its indemnification, contribution or similar obligations pursuant to the TRPA, the Partnership Agreement or the Amended and Restated Partnership Agreement.
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. 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.
