Limitation and Mitigation Clause Samples
Limitation and Mitigation. (a) The Indemnifying Party shall not be liable for any claim for indemnification pursuant to this Article 8 unless and until the aggregate amount of Damages which may be recovered from it equals to or exceeds US$250,000, in which case it shall be liable only for the aggregate amount of Damages in excess of US$250,000.
(b) Except as otherwise provided in Article 9, the maximum aggregate amount of Damages which may be recovered pursuant to successful claim(s) made in accordance with this Article 8 by Indemnified Party against the Indemnifying Party shall not exceed an amount equal to twenty percent (20%) of the Aggregate Purchase Price.
(c) Indemnified Party shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to such loss.
(d) The amount of any Damages for which indemnification is provided under this Article 8 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Damages, and (iii) an amount equal to the tax benefit, if any, attributable to such Damages.
(e) This Article 8 shall not preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for any breach of or misrepresentation by Seller ,Parent or Buyer under this Agreement and the transactions contemplated hereunder.
Limitation and Mitigation. OF DAMAGES OF EITHER PARTY. Notwithstanding any other provision of this Agreement:
Limitation and Mitigation. (a) Other than in relation to any Losses arising from any Third Party Claims, neither Party shall be liable to the other in any way for loss of use, loss of profit or incentive payments, loss of production or business interruption or for any kind of incidental, indirect, consequential or punitive loss or damage, which is connected with any claim or indemnity arising under or given in this Agreement or the subject matter of this Agreement (howsoever caused).
(b) Each Party shall take such steps as may be reasonably required to mitigate any Losses it may suffer from time to time.
(c) Notwithstanding any other provision of this Agreement, in the event of any Loss or losses of Barclays Inventory covered by Section 3.7 of the Storage and Services Agreement which is the subject of insurances, the Party experiencing such Loss or losses shall first seek recovery under the relevant insurance before seeking recovery under the indemnification or payment provisions of this Agreement or the Storage and Services Agreement. Any recovery by such Party (net of the costs to such Party of pursuing such claim) from the insurers in respect of such a claim (the Recovery) shall reduce the amount of Losses for the purpose of any indemnity contained in the Inventory Documents. Each of Barclays and the Company shall provide an accounting and reconciliation of all such Recoveries on a monthly basis, with the amounts of such Recoveries credited or debited, as applicable, in the monthly invoicing provisions contained in the Inventory Documents.