Further Limitation on Indemnification Sample Clauses
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Further Limitation on Indemnification. Neither Party shall have any obligation under Article 16 with respect to any amount which has already been taken into account and applied to or against the Base Purchase Price in the Closing Settlement Statement or the Final Settlement Statement, provided such Party has paid all amounts due pursuant to this Agreement.
Further Limitation on Indemnification. The Purchaser Indemnitors’ rights to indemnification, payment, reimbursement or any other remedy based upon a breach of or inaccuracy in any representation, warranty, covenant, agreement or obligation contained in this Agreement will be deemed to have been waived to the extent that Selling Holders can reasonably demonstrate that Purchaser had Knowledge of such breach or inaccuracy prior to the Closing.
Further Limitation on Indemnification. Amounts paid under this Article 16 shall be without duplication of any other amounts paid or received under this Agreement.
Further Limitation on Indemnification. Notwithstanding anything to the contrary elsewhere in this Agreement, no Indemnitor shall, in any event, be liable to any Person entitled to indemnification under this Section 7.2 (the “Indemnitee”) for any Losses that are consequential, indirect, special or punitive damages of such Indemnitee, including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach of any representation or warranty made hereunder.
Further Limitation on Indemnification. No party shall be obligated to pay any amounts for indemnification provided in this section 6 to the extent of (i) any tax benefit therefrom to the Indemnified Buyers or Indemnified Shareholders, as applicable, or (ii) any insurance proceeds and any indemnity contribution or similar payment paid to the Indemnified Buyers or the Indemnified Shareholders, as applicable, from any third party with respect thereto.