Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 7 contracts
Samples: Business Purchase Agreement (Hc2 Holdings, Inc.), Sale and Purchase Agreement (NXP Semiconductors N.V.), Sale and Purchase Agreement (NXP Semiconductors N.V.)
Mitigation of Losses. The Purchaser shall take, and shall procure that each member of the Purchaser's Group shall take all reasonable steps are taken and shall give all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of for any claim for breach of or under this Agreement.
Appears in 5 contracts
Samples: Second Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co), Share Purchase Agreement (Brinks Co)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this AgreementLosses.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Darling International Inc), Sale and Purchase Agreement (CGG Veritas)
Mitigation of Losses. The Purchaser shall and the Business Sellers shall, procure that all reasonable steps are taken and all reasonable assistance is given to avoid or to mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim by any of them under this Agreement.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Royal Bank of Scotland Group PLC), Sale and Purchase Agreement (Royal Bank of Scotland Group PLC)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of for any claim under this AgreementClaim (other than a Tax Deed Claim).
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (TerraForm Power, Inc.)
Mitigation of Losses. The Notwithstanding any right of mitigation which may arise in law or in equity, the Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability Liability in respect of any claim under this Agreementfor breach of any Seller’s Warranty.
Appears in 2 contracts
Samples: Asset Purchase Agreement (FXCM Inc.), Asset Purchase Agreement (FXCM Inc.)
Mitigation of Losses. The Purchaser Purchasers shall procure that all reasonable steps are taken and all reasonable assistance is given by the Purchasers’ Group to avoid or mitigate any Losses which in suffered or incurred by any member of the absence of mitigation might give rise to a liability in respect of Purchasers’ Group or any claim under this AgreementTarget Group Company.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (NXP Semiconductors N.V.)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of for any claim under for breach of this Agreement.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this AgreementAgreement or the Transfer Documents.
Appears in 1 contract
Samples: Share Sale Agreement (Central European Distribution Corp)
Mitigation of Losses. The Purchaser Relevant Purchasers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this AgreementAgreement or any other Transaction Document provided that nothing in this Clause 11.12 shall oblige a Relevant Purchaser to take any action if the Relevant Purchaser reasonably considers such action to be materially prejudicial to the goodwill or business of the Group.
Appears in 1 contract
Samples: Transfer Agreement (Royal Bank of Scotland Group PLC)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might are likely to give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (PPL Corp)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim Claim under this Agreementthe Warranties against the Sellers, to the extent required to do so by applicable law.
Appears in 1 contract
Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Mitigation of Losses. The Purchaser shall procure and ensure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses Losses, which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Hain Celestial Group Inc)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability losses in respect of any claim under this AgreementClaim.
Appears in 1 contract
Samples: Warranty Deed
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Mitigation of Losses. The Purchaser Purchasers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses (including any Environmental Losses) which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: International Share Sale Agreement (Cooper Companies Inc)
Mitigation of Losses. The Purchaser shall procure that take all reasonable steps are taken and give all reasonable assistance is given to avoid or mitigate any Losses which which, in the absence of mitigation might such mitigation, would give rise to a liability in respect of any claim under this Agreementa Breach of Sellers’ Warranty.
Appears in 1 contract
Samples: Business Combination Agreement (Van Der Moolen Holding Nv)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of for any claim under this AgreementClaim.
Appears in 1 contract
Samples: Share Sale Agreement
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to or increase a liability in respect of any claim for breach of any Principal Seller’s Warranty or Principal Seller’s Indemnity (other than in respect of a claim under this Agreementparagraph 8.1 of Schedule 7 (Pensions) or under paragraph 1.3 of Schedule 12).
Appears in 1 contract
Mitigation of Losses. The Purchaser Purchasers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this AgreementAgreement and without prejudice to the foregoing, to the extent any such claim relates to a matter which is capable of remedy, the Purchasers shall allow the Sellers a reasonable opportunity to remedy such matter at their cost.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Intercontinental Hotels Group PLC /New/)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in losses arising as a result of the absence subject matter of mitigation might give rise to a liability in respect of any claim under this AgreementClaim.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Amc Entertainment Holdings, Inc.)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which which, in the absence of mitigation mitigation, might give rise to a liability in respect for any claim for breach of any claim under this AgreementTransaction Document.
Appears in 1 contract
Samples: Letter of Intent
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of for any claim for breach of or under this AgreementAgreement or the Tax Indemnity.
Appears in 1 contract
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given by each Relevant Purchaser to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreementfor breach of any Sellers’ Warranty provided that neither the Purchaser nor any Relevant Purchaser shall be obliged to take any action to wind up or rely on the limited liability status of any company.
Appears in 1 contract
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses or Environmental Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Intercontinental Hotels Group PLC /New/)
Mitigation of Losses. The To the extent required by applicable Law, the Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might would give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Baxter International Inc)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to or might increase a liability Loss in respect of any claim under this AgreementAgreement or any other Transaction Document (other than any Tax Deed to which the provisions of that Tax Deed shall apply) or any Transfer Document.
Appears in 1 contract
Samples: Share and Business Sale Agreement (Harris Corp /De/)
Mitigation of Losses. The Purchaser shall procure that all commercially reasonable steps efforts are taken made and all commercially reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might would be reasonably likely to give rise to or increase a liability in respect of any claim under this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Intercontinental Hotels Group PLC /New/)
Mitigation of Losses. The Purchaser and the Business Sellers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or to mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim by any of them under this Agreement.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Royal Bank of Scotland Group PLC)
Mitigation of Losses. The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses losses which in the absence of mitigation might give rise to a liability in respect of for any claim under this AgreementClaim.
Appears in 1 contract
Mitigation of Losses. The Purchaser Seller shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability in respect of any claim under this Agreement.
Appears in 1 contract