Mitigation; Other Limitations Sample Clauses
The 'Mitigation; Other Limitations' clause requires parties to take reasonable steps to minimize or reduce any losses or damages that may arise under the agreement. In practice, this means that if a party suffers harm due to a breach or other issue, they must actively try to prevent the situation from worsening, such as by seeking alternative suppliers or solutions. This clause ensures that losses are not unnecessarily increased and helps allocate responsibility fairly by preventing parties from recovering damages that could have been avoided through reasonable efforts.
Mitigation; Other Limitations. (a) Each of Seller Parent, Purchaser Parent, Purchaser and each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Tax or Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
(b) Notwithstanding anything to the contrary contained in this Agreement, the obligations to indemnify under this Agreement, and the amount of any Loss for which indemnification is provided under Section 7.1, shall be subject to the following limitations:
(i) With respect to any Remedial Action, the applicable Indemnifying Party shall only be liable to the extent such Remedial Action is conducted in the Most Cost-Effective Manner. Regardless of whether any Indemnifying Party or any Indemnified Party conducts any such Remedial Action, the applicable Indemnifying Party shall not be responsible for any operation and maintenance with respect to any such institutional or engineering controls subsequent to completion of their initial installation at the applicable Real Property or Purchaser Real Property subject to such Remedial Action, and such post-installation costs shall not be subject to claims for indemnification or reimbursement under this Article VII.
(ii) With respect to any particular Environmental Liability, an Indemnifying Party’s obligations for indemnification or reimbursement in respect of such Environmental Liability, shall be deemed satisfied, completed and fully discharged upon the relevant Remediation Completion Date, and the Indemnifying Party shall no longer be responsible for ongoing obligations and Liabilities with respect to such Environmental Liabilities to the extent related to the Real Property (or Facilities thereon) or Purchaser Real Property (or Purchaser Facilities thereon), including the operation and maintenance of any institutional and engineering controls.
(iii) An Indemnifying Party shall not have any indemnification obligations for Losses relating to any Environmental Liabilities to the extent such Losses relate to, result from, or arise out of any (1) exacerbation of an existing condition due to a negligent or intentional act or omission by or on behalf of the Indemnified Party or its Affiliates, (2) environmental investigation, drilling, sampling, testing or monitoring of any soil, surface water or groundwater, by or on behalf of the applicable Indemnified Party or its Affiliates, after the Closing Date (except to the extent required by En...
Mitigation; Other Limitations. (a) Each of Seller, Buyer, and each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Losses or Tax upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
(b) For the purposes of this ARTICLE X, in determining the breach or inaccuracy of any representations or warranties and in calculating the amount of any Losses hereunder, any materiality, in all material respects or Material Adverse Effect or similar qualifications shall be disregarded (but, for the avoidance of doubt, any reference to a Material Contract, Material Customer or Material Supplier shall be unaffected), other than with respect to determining a breach of the first sentence of Section 4.08, Section 4.12(g), Section 4.13(a) or the first sentence of Section 4.20.