No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that no claiming or indemnified party shall be entitled to a double recovery under the indemnification provisions of this Agreement and the indemnification provisions of the MESPA.
No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that the limitations of liability set forth in this Agreement and the MESPA are to be calculated on an aggregate basis taking into account all claims (if any) made under this Agreement and the MESPA.
No Duplication of Claims. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that no claiming or indemnified party shall be entitled to a double recovery under the indemnification provisions of this ARTICLE X and the indemnification provisions of the O&M Agreement, and the limitations of liability set forth in this Agreement and the O&M Agreement are to be calculated on an aggregate basis taking into account all claims (if any) made under this Agreement and the O&M Agreement.
No Duplication of Claims. Any liability for indemnification under this Article XI shall be determined without duplication for recovery because of the state of facts giving rise to the Losses constitute a breach of more than one representation, warranty, covenant or agreement hereunder.
No Duplication of Claims. Any liability for indemnification under this Article 9 will be determined without duplication for recovery because of the state of facts giving rise to the Losses constitute a breach of more than one representation, warranty, covenant or agreement hereunder.
No Duplication of Claims. Any liability for indemnification under this Article X or for any Purchase Price adjustment under Article II hereof shall be determined without duplication for recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement hereunder or any purchase price adjustment under Article II hereof. Without TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT limitation of the foregoing, Buyer shall not be entitled to any indemnification for any liability or loss to the extent taken into account in determining Final Adjusted Working Capital.
No Duplication of Claims. 80 10.8 No Set-Off .................................................. 81 10.9 Claims Against Third Parties; Pre-Closing Litigation ........ 81 10.10 Certain Rights in Connection with Purchase Price Adjustments ................................................ 81 10.11 Effect of Knowledge on Indemnification ...................... 81 ARTICLE XI
No Duplication of Claims. The Purchaser Indemnitees shall not be indemnified and Seller shall have no liability for Losses to the extent the Losses (including with respect to Taxes) are included as current liabilities in the calculation of Net Working Capital or are accounted for by the Audit Adjustment or the EBITDA Adjustment. If there is an Audit Adjustment or an EBITDA Adjustment, then Purchaser and all other Purchaser Indemnitees shall not have any right to claim or to be indemnified for, and Seller shall not have any obligation to indemnify any Purchaser Indemnitees for, any Losses based on diminution in value or in connection with a breach of any representations or warranties in Section 3.3. Any Audit Adjustment or EBITDA Adjustment shall count toward the limitations on Seller’s liability under Section 7.7(b) and Section 7.7(d) as if such adjustments were Losses actually paid by Seller.
No Duplication of Claims. No Indemnitee shall be entitled to recover Losses in respect of any claim or otherwise obtain reimbursement or restitution more than once in respect of any one such breach or any fact, event or circumstance or related set of facts, events or circumstances. Notwithstanding the preceding, in the event that a separate action is brought with respect to any fact, event or circumstance that gave rise to a previous claim if an Indemnitee suffers additional Losses with respect thereto, such Losses shall not be limited by this Section 8.3. Without limitation of the foregoing, the Parties agree that matters covered by post-Closing settlement adjustments pursuant to Section 2.6 and paid in accordance therewith shall not be the subject of indemnification claims under Article VIII.
No Duplication of Claims. No Indemnitee shall be entitled to recover Losses in respect of any claim or otherwise obtain reimbursement or restitution more than once in respect of any one such breach or any fact, event or circumstance or related set of facts, events or circumstances. Without limitation of the foregoing, the Parties agree that matters covered by post-Closing adjustments pursuant to Section 2.5 and paid in accordance therewith shall not be the subject of indemnification claims under Article VII.
