HCC COVENANT TO PAY Clause Samples

HCC COVENANT TO PAY. Without limiting the Seller' rights under any other section of this Agreement or any document referred to in this Agreement or any other rights or remedies under law, from and after the Closing Date, HCC covenants to pay to the Sellers an amount equal to all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (net of: (i) recoveries from third parties (net of costs and tax); and (ii) tax savings made by HCC Indemnified Persons (as defined below) at the time of making a claim hereunder which relates directly thereto but taking account of the timing of receipt of any such saving) (hereafter in this Section 8.2 referred to as "▇▇▇▇▇ Damages") made against or incurred by each of the Sellers (hereinafter in this Section 8.2 referred to individually as an "HCC Indemnified Person" and collectively as "HCC Indemnified Persons") arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by HCC in this Agreement or any document or any certificate delivered by or on behalf of HCC pursuant hereto. The covenant provided for in this Section 8.2 relates only to the actual expenditures or damages incurred by the HCC Indemnified Persons for the above described losses. The covenant does not relate to consequential, special, or other speculative or punitive categories of damages. Notwithstanding the foregoing, in the absence of fraud, fraudulent misrepresentation or dishonesty on the part of HCC or its agents or advisers in relation to the matter which is the subject of the claim under this covenant, in no event shall HCC have any obligation hereunder in excess of an aggregate of (pound)22,000,000 (the "HCC Cap") save that HCC's obligations to make payments under the Initial Loan Notes, the Deferred Loan Notes and the Earnout Loan Notes and to issue the HCC Shares and such Loan Notes under Section 1.2(g) shall not be subject to the HCC Cap.