Limitation of Indemnification. (a) Notwithstanding the provisions of Section 11.2, (i) Sellers shall not be liable for Damages under Section 11.2(a)(i), (iii) and (viii) unless the aggregate amount of Damages with respect to all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) exceeds $250,000 and then only to the extent of such excess and (ii) each Seller's maximum liability, as the case may be, under (1) Section 11.2(a)(i), (iii), (iv), (v), (vi), (vii) and (viii) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect to such claim is equal to or greater than $15,000. 41 (b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,500. (c) In the event that Parent, Buyer or the Company are indemnified under this Agreement and thereafter receive insurance proceeds for such Damage, then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution to the Sellers. The Company agrees to use its commercially reasonable efforts to recover any such available insurance proceeds. (d) Notwithstanding anything in this Agreement to the contrary, except for breaches of Section 6.1, there shall not be included in the definition of Damages, and Buyer and Parent shall not be entitled to recover under any action for breach of contract or tort hereunder, any indirect, punitive, special, exemplary or consequential damages (other than indirect, punitive, special, exemplary or consequential damages which are paid to third parties), damages for lost profits of the Company, damages for diminution in value of the Company or damages computed on a multiple of earnings or similar basis.
Appears in 1 contract
Limitation of Indemnification. Any Claim brought under Section 10.2(a) is subject in each case to the following limitations and restrictions:
(a) Notwithstanding the provisions of Section 11.2, (i) Sellers shall Claims may not be liable for Damages asserted at any time after the close of business on the first business day that is [ * ] after the Closing Date, other than Claims under Article VIII.
(b) Claims made pursuant to Section 11.2(a)(i), (iii10.2(a) and (viii) unless will be paid only to the extent that the aggregate amount of Damages with respect to Seller's Proportionate Interest of all such misrepresentations Claims exceeds [ * ]. [ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
(c) Each Claim shall be reduced by the amount of any insurance proceeds actually received in connection with such Claim; Purchaser covenants to exercise its reasonable best efforts to collect insurance proceeds under applicable insurance policies that are then in force if and to the extent that such Claim relates to an event covered by such insurance policies before Purchaser may recover for any Claim pursuant to this Article X.
(d) The representations and warranties of Seller specifically enumerated in Section 10.2(a) for purposes of determining whether a breach thereof has occurred that may entitle Purchaser to recover for (i) any Claim under Section 10.2(a) shall not be deemed qualified by any references to materiality (or variations thereof) contained therein and any breaches of warranty (thereof shall be determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) exceeds $250,000 and then only to the extent of whether such excess and breach constitutes a Material Adverse Effect, (ii) each Seller's maximum liability, as the case may be, any Claim under Section 10.2(a) based on a breach of Section 2.23(a)(ii) shall be determined without regard to clauses (1) Section 11.2(a)(i), (iii), (iv), (v), (vi), (viix) and (viiiy) thereof, and (iii) any Claim under Section 10.2(a) based on a breach of Section 2.23(a)(iii) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything determined without regard to the contrary herein, for purposes of Section 11.2(a)(i), a claim knowledge qualifier set forth therein.
(e) [ * ] [ * ] = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
(f) Seller shall not be deemed to constitute indemnifiable Damages responsible for purposes of such section unless the amount of Damages any Claim in excess of Seller's Proportionate Interest with respect to such claim is equal to or greater than $15,000. 41
(b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,500.
(c) In the event that Parent, Buyer or the Company are indemnified under this Agreement and thereafter receive insurance proceeds for such Damage, then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution to the Sellers. The Company agrees to use its commercially reasonable efforts to recover any such available insurance proceedsClaim.
(d) Notwithstanding anything in this Agreement to the contrary, except for breaches of Section 6.1, there shall not be included in the definition of Damages, and Buyer and Parent shall not be entitled to recover under any action for breach of contract or tort hereunder, any indirect, punitive, special, exemplary or consequential damages (other than indirect, punitive, special, exemplary or consequential damages which are paid to third parties), damages for lost profits of the Company, damages for diminution in value of the Company or damages computed on a multiple of earnings or similar basis.
Appears in 1 contract
Samples: Stock Purchase Agreement (SPS Transaction Services Inc)
Limitation of Indemnification. Any Claim brought under Section 10.2(a) is subject in each case to the following limitations and restrictions:
(a) Notwithstanding the provisions of Section 11.2, (i) Sellers shall Claims may not be liable for Damages asserted at any time after the close of business on the first business day that is eighteen (18) months after the Closing Date, other than Claims under Article VIII.
(b) Claims made pursuant to Section 11.2(a)(i), (iii10.2(a) and (viii) unless will be paid only to the extent that the aggregate amount of Damages with respect to Seller's Proportionate Interest of all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) Claims exceeds $250,000 and then only to 10,000,000 (the extent of such excess and (ii) each Seller's maximum liability, as the case may be, under (1) Section 11.2(a)(i"Basket"), (iii)in which event only amounts in excess of the Basket shall be recoverable; provided, (iv)however, (v), (vi), (vii) and (viiithat the aggregate amount recoverable pursuant to Section 10.2(a) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any no event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect to such claim is equal to or greater than $15,000. 41
(b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,500150,000,000.
(c) In Each Claim shall be reduced by the event that Parent, Buyer or the Company are indemnified under this Agreement and thereafter receive amount of any insurance proceeds for actually received in connection with such Damage, Claim; Purchaser covenants to exercise its reasonable best efforts to collect insurance proceeds under applicable insurance policies that are then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution in force if and to the Sellers. The Company agrees extent that such Claim relates to use its commercially reasonable efforts an event covered by such insurance policies before Purchaser may recover for any Claim pursuant to recover any such available insurance proceeds.this Article X.
(d) Notwithstanding anything The representations and warranties of Seller specifically enumerated in this Agreement Section 10.2(a) for purposes of determining whether a breach thereof has occurred that may entitle Purchaser to the contrary, except recover for breaches of (i) any Claim under Section 6.1, there 10.2(a) shall not be included in the definition deemed qualified by any references to materiality (or variations thereof) contained therein and any breaches thereof shall be determined without regard to whether such breach constitutes a Material Adverse Effect, (ii) any Claim under Section 10.2(a) based on a breach of DamagesSection 2.23(a)(ii) shall be determined without regard to clauses (x) and (y) thereof, and Buyer (iii) any Claim under Section 10.2(a) based on a breach of Section 2.23(a)(iii) shall be determined without regard to the knowledge qualifier set forth therein.
(e) In addition to the limitations and Parent restrictions set forth in clause (i) of Section 10.2(a) and the other provisions of this Section 10.4, in no event shall not Purchaser be entitled to recover under for any action for Claim arising out of (i) a breach of contract Section 2.23(a)(iii) until the aggregate Claims for breaches of such representation regarding individual Accounts exceeds $330,000, in which event only amounts in excess of $330,000 shall be recoverable in connection therewith (to the extent the amount of Seller's Proportionate Interest of all Claims has theretofore exceeded the Basket and such Claims have theretofore exceeded any reserves referred to in clause (i) of Section 10.2(a)) and no amount of such Claims aggregating less than $330,000 shall be given effect for the purpose of exceeding the Basket; provided, however, that in no event shall Purchaser be entitled to recover for any Claims to the extent Purchaser is entitled to seek reimbursement therefor pursuant to charge-backs to a merchant or tort hereunder, otherwise; and (ii) any indirect, punitive, special, exemplary or consequential damages Third Party Claim relating to any breach of the representations enumerated in Section 10.2(a) (other than indirectSection 2.23(a)(iii)) until the aggregate amount of Third Party Claims for such breaches exceeds $200,000, punitive, special, exemplary or consequential damages in which are paid event only amounts in excess of $200,000 shall be recoverable in connection therewith (to third partiesthe extent the amount of Seller's Proportionate Interest of all Claims has theretofore exceeded the Basket and such Claims have theretofore exceeded any reserves referred to in clause (i) of Section 10.2(a), damages ) and no amount of such Claims aggregating less than $200,000 shall be given effect for lost profits the purpose of exceeding the Company, damages Basket.
(f) Seller shall not be responsible for diminution the amount of any Claim in value excess of the Company or damages computed on a multiple of earnings or similar basisSeller's Proportionate Interest with respect to any such Claim.
Appears in 1 contract
Samples: Stock Purchase Agreement (SPS Transaction Services Inc)
Limitation of Indemnification. Any Claim brought under Section 9.2 is subject in each case to the following limitations and restrictions:
(a) Notwithstanding the provisions of Except as otherwise provided in this Agreement, claims described in Section 11.2, (i) Sellers shall 9.2 may not be liable asserted at any time after the close of business on the first Business Day that is one year after the Closing Date.
(b) Claims made pursuant to Section 9.2(a) (except for Damages under any Claims based on Section 11.2(a)(i), (iii5.1) and (viii) unless will be paid only to the extent that the aggregate amount of Damages with respect to all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) Claims exceeds $250,000 and then 2,500,000 (the "Deductible") at which point Exodus shall be liable for the amount of such Claims in excess thereof, provided, however, that the aggregate amount recoverable pursuant to Section 9.2(a) in excess thereof shall in no event exceed the Escrowed Amount together with any interest or earnings thereon. Claims made pursuant to Section 9.2(b) (except for any Claims based on Section 5.1) will be paid only to the extent that the aggregate amount of all such excess and (ii) each Seller's maximum liability, as the case may be, under (1) Section 11.2(a)(i), (iii), (iv), (v), (vi), (vii) and (viii) Claims exceeds $2,500,000 at which point Parent shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, liable for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect such Claims in excess thereof; provided, however, that the aggregate amount recoverable pursuant to such claim is equal to or greater than $15,000. 41
Section 9.2(b) (b) Notwithstanding the provisions of except for any Claims based on Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b5.1) shall not in no event exceed $17,177,50056,000,000.
(c) In Each Claim shall be reduced by the event that Parent, Buyer or the Company are indemnified under this Agreement and thereafter receive amount of any insurance proceeds for (net of expenses of collection) actually received in connection with such Damage, then Parent, Buyer or Claim; the Company, as the case may be, shall remit such funds parties covenant to Sellers' Committee for distribution to the Sellers. The Company agrees to use its exercise commercially reasonable efforts to recover collect insurance proceeds under applicable insurance policies that are then in force if and to the extent that such Claim relates to an event covered by such insurance policies and if Parent or the Buyer shall receive any insurance proceeds after payment of any Claim by Exodus, Parent or the Buyer shall deposit in the escrow account established pursuant to the Escrow Agreement the lesser of the amount of insurance proceeds (net of expenses of collection) and the amount actually paid by Exodus to Parent or the Buyer in respect of such available insurance proceedsClaim.
(d) Notwithstanding anything in this Agreement In determining whether Parent or the Buyer is entitled to recover for any Claim under Section 9.2(b)(i), (A) all references to the contraryKnowledge of any Person in the representations and warranties of Sellers shall be disregarded, except for breaches (B) the representations and warranties of Section 6.1, there Sellers shall not be included deemed qualified by any references to materiality, Material Adverse Effect contained therein and (C) any breaches thereof shall be determined without regard to whether such breach constitutes a Material Adverse Effect; provided, however, that in no event will Parent or the definition of Damages, and Buyer and Parent shall not be entitled (i) to recover under for any action for Claim relating to or arising out of a breach of contract any representation or tort hereunderwarranty herein of Exodus pursuant to which the aggregate loss, expense, liability or damage does not exceed $200,000; (ii) to aggregate any indirect, punitive, special, exemplary or consequential damages (other than indirect, punitive, special, exemplary or consequential damages which are paid to third parties), damages for lost profits of the Company, damages for diminution in such items with a value of $200,000 or less for the Company purpose of exceeding the limitation set forth in clause (i) of this Section 9.4(d) or damages computed on a multiple of earnings the Deductible; or similar basis(iii) to otherwise submit such items as Claims reimbursable pursuant to this Article IX.
Appears in 1 contract
Samples: Asset Purchase Agreement (Exds Inc)
Limitation of Indemnification. (a) Notwithstanding the provisions of Section 11.2, (i) Sellers shall not be liable for Damages under Section 11.2(a)(i), (iii) and (viii) unless the aggregate amount of Damages with respect to all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) exceeds $250,000 and then only to the extent of such excess and (ii) each Seller's maximum liability, as the case may be, under (1) Section 11.2(a)(i), (iii), (iv), (v), (vi), (vii) and (viii) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect to such claim is equal to or greater than $15,000. 41
(b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,500.
(c) In the event that Parent, 11.2.1 The Buyer or and/or the Company are indemnified under this Agreement and thereafter receive insurance proceeds for such Damage, then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution to the Sellers. The Company agrees to use its commercially reasonable efforts to recover any such available insurance proceeds.
(d) Notwithstanding anything in this Agreement to the contrary, except for breaches of Section 6.1, there shall not be included in the definition of Damages, and Buyer and Parent shall not be entitled to recover indemnification under this Section 11 unless the aggregated amount of all Claims exceeds SEK 3 million, in which case the full amount shall be payable. For the purposes hereof no individual Claim which is less than SEK 1,000,000 shall be taken into account.
11.2.2 The Sellers liability under this Section 11 is limited to a total amount of SEK 10 million.
11.2.3 The limitations in Section 11.2.1 and 11.2.2 do not apply Costs or to any action for breach of contract the obligation contained in Section 2 or tort hereunder, to any indirect, punitive, special, exemplary or consequential damages (other than indirect, punitive, special, exemplary or consequential damages which are paid to third parties), damages for lost profits breach of the Companywarranties in Clause 7.3.1 and 7.6.1.
11.2.4 The Sellers’ obligations to indemnify for breaches of the Covenants and/or the Warranties in Section 7 under this Section 11 shall remain valid until 1 (one) year after the Closing Date, damages after which date no Claims for diminution Losses shall be made.
11.2.5 No Claim may be made and no liability shall arise if and to the extent that:
(a) such Claim is based on facts or circumstances which have been disclosed by the Seller during the due diligence process, the negotiations, in value this Agreement or which were otherwise known or should have been known to the Buyer or its advisors prior to the Signing Date;
(b) a provision or allowance for the matter of the Loss has been made in the Closing Accounts; or
(c) such Claim is recovered under an insurance policy of the Company or damages computed from a third party.
11.2.6 The Buyer acknowledges with respect to any technical report regarding the Properties prepared by third parties, any projection, forecast or any assumptions that form the basis of such projection or forecast delivered by or on behalf of the Sellers in the Data Room Material, that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such technical reports, projections and forecasts so furnished to it and (iii) the Sellers shall have no liability towards the Buyer with respect thereto.
11.2.7 The right to compensation pursuant to this Clause 11 shall be the Buyer’s sole remedy with respect to matters in any way relating to a multiple breach by the Sellers of earnings the Covenants and Warranties made by the Sellers in this Agreement, and shall exclude any other remedies which may be available to the Buyer pursuant to Swedish law, including, without limitation, the Sale of Goods Act (Sw. Koplagen (1990:931))and general principles of Swedish contract law or similar basisany other applicable law.
Appears in 1 contract
Samples: Share Purchase Agreement (Polar Star Realty Trust Inc.)
Limitation of Indemnification. Any Claim brought under Section 9.2(a) is subject in each case to the following limitations and restrictions:
(a) Notwithstanding the provisions of Section 11.2Except as otherwise provided in this Agreement, (i) Sellers shall claims may not be liable for Damages under asserted at any time after the close of business on the first Business Day that is six months after the Closing Date.
(b) Claims made pursuant to Section 11.2(a)(i), (iii9.2(a) and (viii) unless will be paid only to the extent that the aggregate amount of Damages with respect to all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) Claims exceeds $250,000 and then only 1,000,000 (the "Basket") at which point Seller shall be liable for the full amount of such Claims back to the extent of such excess and (ii) each Seller's maximum liabilityfirst dollar thereof; provided, as however, that the case may be, under (1) aggregate amount recoverable pursuant to Section 11.2(a)(i), (iii), (iv), (v), (vi), (vii) and (viii9.2(a) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any no event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect to such claim is equal to or greater than $15,000. 41
(b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,50025,000,000.
(c) In Each Claim shall be reduced by the amount of any insurance proceeds (net of expenses of collection) actually received in connection with such Claim; Buyer covenants to exercise its reasonable best efforts to collect insurance proceeds under applicable insurance policies that are then in force if and to the extent that such Claim relates to an event that Parentcovered by such insurance policies and if Buyer shall receive any insurance proceeds after payment of any Claim by Seller, Buyer or shall pay to Seller the Company are indemnified under this Agreement and thereafter receive lesser of the amount of insurance proceeds for (net of expenses of collection) and the amount actually paid by Seller to Buyer in respect of such Damage, then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution to the Sellers. The Company agrees to use its commercially reasonable efforts to recover any such available insurance proceedsClaim.
(d) Notwithstanding anything Except as provided in this Agreement Article V, Claims made shall be made solely by set-off against the Holdback Note.
(e) In determining whether Buyer is entitled to recover for any Claim under Section 9.2(a), the contrary, except for breaches representations and warranties of Section 6.1, there Seller shall not be included deemed qualified by any references to materiality contained therein and any breaches thereof shall be determined without regard to whether such breach constitutes a Material Adverse Effect; provided, however, that in the definition of Damages, and no event will Buyer and Parent shall not be entitled (i) to recover under for any action for Claim relating to or arising out of a breach of contract any representation or tort hereunderwarranty herein of Seller pursuant to which the aggregate loss, expense, liability or damage does not exceed $10,000; (ii) to aggregate any indirect, punitive, special, exemplary or consequential damages (other than indirect, punitive, special, exemplary or consequential damages which are paid to third parties), damages such items for lost profits of the Company, damages for diminution in value of the Company or damages computed on a multiple of earnings or similar basis.the
Appears in 1 contract
Limitation of Indemnification. (a) Notwithstanding 11.2.1 The Buyer and/or the provisions of Section 11.2, (i) Sellers shall not be liable for Damages under Section 11.2(a)(i), (iii) and (viii) unless the aggregate amount of Damages with respect to all such misrepresentations or breaches of warranty (determined without regard to any materiality qualification contained in any representations or warranty giving rise to claim for indemnity hereunder) exceeds $250,000 and then only to the extent of such excess and (ii) each Seller's maximum liability, as the case may be, under (1) Section 11.2(a)(i), (iii), (iv), (v), (vi), (vii) and (viii) shall not exceed the amount deposited in escrow with the Escrow Agent on behalf of such Seller; and (2) Section 11.2(a)(v) shall not exceed 50% of such Damages, in any event the total Damages to be borne Sellers under this subsection (2) not to exceed $900,000. Notwithstanding anything to the contrary herein, for purposes of Section 11.2(a)(i), a claim shall not be deemed to constitute indemnifiable Damages for purposes of such section unless the amount of Damages with respect to such claim is equal to or greater than $15,000. 41
(b) Notwithstanding the provisions of Section 11.2, (i) Parent's and Buyer's maximum liability under Section 11.2(b) shall not exceed $17,177,500.
(c) In the event that Parent, Buyer or the Company are indemnified under this Agreement and thereafter receive insurance proceeds for such Damage, then Parent, Buyer or the Company, as the case may be, shall remit such funds to Sellers' Committee for distribution to the Sellers. The Company agrees to use its commercially reasonable efforts to recover any such available insurance proceeds.
(d) Notwithstanding anything in this Agreement to the contrary, except for breaches of Section 6.1, there shall not be included in the definition of Damages, and Buyer and Parent Group Companies shall not be entitled to recover indemnification under this Section 11 unless the aggregated amount of all Claims exceeds NOK 3 million, in which case the full amount shall be payable. For the purposes hereof no individual Claim which is less than NOK 1,000,000 shall be taken into account.
11.2.2 The Sellers liability under this Section 11 is limited to a total amount of NOK 10 million.
11.2.3 The limitations in Section 11.2.1 and 11.2.2 do not apply Costs or to any action for breach of contract the obligation contained in Section 2 or tort hereunderto any breach of the warranties in Clause 7.3.1 and 7.6.1.
11.2.4 The Sellers’ obligations to indemnify for breaches of the Covenants and/or the Warranties in Section 7 under this Section 11 shall remain valid until 1 (one) year after the Closing Date, after which date no Claims for Losses shall be made.
11.2.5 No Claim may be made and no liability shall arise if and to the extent that:
(a) such Claim is based on facts or circumstances which have been disclosed by the Seller during the due diligence process, the negotiations, in this Agreement or which were otherwise known or should have been known to the Buyer or its advisors prior to the Signing Date;
(b) a provision or allowance for the matter of the Loss has been made in the Closing Accounts; or
(c) such Claim is recovered under an insurance policy of any of the Group Companies or from a third party.
11.2.6 The Buyer acknowledges with respect to any technical report regarding the Properties prepared by third parties, any indirectprojection, punitive, special, exemplary forecast or consequential damages (other than indirect, punitive, special, exemplary any assumptions that form the basis of such projection or consequential damages which are paid to third parties), damages for lost profits forecast delivered by or on behalf of the CompanySellers in the Data Room Material, damages that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Buyer is taking full responsibility for diminution in value making its own evaluation of the Company adequacy and accuracy of all such technical reports, projections and forecasts so furnished to it and (iii) the Sellers shall have no liability towards the Buyer with respect thereto.
11.2.7 The right to compensation pursuant to this Clause 11 shall be the Buyer’s sole remedy with respect to matters in any way relating to a breach by the Sellers of the Covenants and Warranties made by the Sellers in this Agreement, and shall exclude any other remedies which may be available to the Buyer pursuant to Norwegian law, including, without limitation, the Norwegian Sale of Goods Act of 13 May 1988 no. 27 and the Sale of Real Estate Act of 3 July 1992 and general principles of Norwegian contract law or damages computed on a multiple of earnings or similar basisany other applicable law.
Appears in 1 contract
Samples: Share Purchase Agreement (Polar Star Realty Trust Inc.)