Loss Otherwise Compensated. The Indemnifying Party shall not be liable for any Claim to the extent that:
9.1 the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to the Indemnified Party; or
9.2 the Claim is recovered by the Indemnified Party under any insurance policy.
Loss Otherwise Compensated. The Vendor shall not be liable in respect of any Relevant Claim, any claim under the Tax Deed or an Indemnity Claim to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Purchaser or the relevant member of the Purchaser’s Group.
Loss Otherwise Compensated. 12.1 Each Seller shall not be liable for any Claim to the extent that:
(a) the matter giving rise to such Claim has been (or is capable of being) made good or is (or is capable of being) otherwise compensated for without loss to the Purchaser; or
(b) the Claim is recoverable under any insurance policy other than the W&I Policy (or would have been recoverable had the Purchaser’s Group maintained in force insurance cover for the Group similar to that in force at Completion).
12.2 In assessing a Claim, corresponding savings by, or net benefits to, the Purchaser’s Group shall be taken into account (including the amount by which Taxation may be reduced as a result of any liability).
Loss Otherwise Compensated. 11.1 The Seller shall not be liable to a Purchaser for any Claim to the extent that:
(a) the matter giving rise to such Claim has been (or is capable of being) made good or is (or is capable of being) otherwise compensated for without loss to that Purchaser; or
(b) the Claim is recoverable under any insurance policy.
11.2 In assessing a Claim, corresponding savings by, or net benefits to, the Purchaser’s Group shall be taken into account (including the amount by which Taxation is actually saved as a result of the Loss which is the subject of the Claim).
Loss Otherwise Compensated. The Sellers shall not be liable for any Non-Tax Warranty Claim or Indemnity Claim if and to the extent that: 48 | Page 1. the Purchaser or any Group Company is entitled to make a claim under a policy of insurance or a claim is made under a policy of insurance pursuant to Clause 10.5 (Post-Completion Undertakings); and
Loss Otherwise Compensated. 1. The Seller shall not be liable to the Purchaser for any Claim to the extent that the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to that Purchaser.
2. In assessing a Claim, corresponding savings by, or net benefits to, the Shell Group shall be taken into account (including the amount by which Taxation is actually saved as a result of the Loss which is the subject of the Claim).
Loss Otherwise Compensated. 9.1 The Seller shall not be liable for any Warranty Claim to the extent that:
(a) the matter giving rise to such Warranty Claim has been (or is capable of being) made good or is (or is capable of being) otherwise compensated for without loss to the Purchaser; or
(b) the Warranty Claim is recoverable under any insurance policy (or would have been recoverable had the Purchaser’s Group maintained in force insurance cover for the Target Companies similar to that in force at Completion).
9.2 In assessing a Warranty Claim, corresponding savings by, or net benefits to, the Purchaser’s Group shall be taken into account (including the amount by which Taxation may be reduced as a result of any liability).
Loss Otherwise Compensated. 26.1 The Warrantors shall not be liable for breach of any Warranties to the extent that the subject of the claim has been or is made good without costs to the Purchaser or the Group.
26.2 In calculating the liability of the Warrantors for any breach of the Warranties there shall be taken into account the amount by which any taxation for which the Purchaser or the Company is now or in the future accountable or liable to be assessed is reduced, increased or extinguished as a result of the matter giving rise to such liability or as a result of any receipt from the Warrantors.
26.3 If, in respect of any matter which would give rise to a breach of the Warranties, the Purchaser or the Company would have been entitled had there been maintained in force such policies of insurance as were maintained by or on behalf of the Company immediately prior to Completion or had policies providing equivalent cover thereto been put in place and maintained ("Adequate Cover") to claim under any policy of insurance, then the Warrantors liability under the Warranties shall be reduced by the amount which would have been recovered had Adequate Cover been maintained.
Loss Otherwise Compensated. 8.1 A15 shall not be liable for any Claim (apart from in relation to a Connect Ads Tax Claim) to the extent that:
(a) the matter giving rise to such Claim has been made good or is otherwise compensated for without loss to Httpool, Aleph Cayman or IMS (as applicable); or
(b) the Claim is actually recovered under any insurance policy.
8.2 In assessing a Claim (apart from in relation to a Connect Ads Tax Claim), corresponding savings by, or net benefits to Httpool, Aleph Cayman or IMS (as applicable) in each case in respect of the matter giving rise to the Claim shall be taken into account (apart from in relation to a Connect Ads Tax Claim).
Loss Otherwise Compensated. 8.1 Neither IMS nor Aleph Cayman shall be liable for any Claim (apart from in relation to an IMS Tax Claim) to the extent that:
