No Duplication of Recovery. Any liability for indemnification under this Agreement shall be determined without duplication of 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.
No Duplication of Recovery. The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Loss, regardless of whether more than one Claim arises in respect of it. For the avoidance of doubt, the same facts, events or circumstances giving rise to a Loss will not be taken into account more than once under the terms of this Agreement, including in particular for indemnification purposes.
No Duplication of Recovery. Any Losses for which any Indemnitee is entitled to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Furthermore, no Indemnitee shall have any indemnification obligations hereunder for any Losses arising out of a breach of or inaccuracy of any representation, warranty, covenant, or agreement set forth in this Agreement (and the amount of any such Losses incurred in respect of such breach or inaccuracy shall not be included in the calculation of any limitations on indemnification set forth herein) solely to the extent Losses arising from such matter giving rise to such breach or inaccuracy were included in the Company Transaction Expenses or Indebtedness of the Company for purposes of determining adjustments to the Net Closing Participating Merger Consideration.
No Duplication of Recovery. 6.1 The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Loss, regardless of whether more than one claim arises in respect of it (whether pursuant to this Agreement, the other Transaction Documents or otherwise howsoever).
6.2 In the event that the Purchaser is entitled to claim under the Tax Deed of Covenant or under the Warranties or Completion Warranties in respect of the same liability, the Purchaser may claim under either or both but payments under the Tax Deed of Covenant shall pro tanto satisfy and discharge any claim which is capable of being made under the Warranties or Completion Warranties in respect of the same liability and vice versa.
No Duplication of Recovery. Any claim for which any Indemnitee is entitled to indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such claim constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication of Recovery. In no event shall any Buyer Indemnitee have any right to indemnification, or otherwise, from any Seller under this Article 8 to the extent any of the facts or circumstances relating to such claim for indemnification have been finally resolved pursuant to Article 2 above (whether as a result of the agreement of the parties, the failure of a party to timely notify the other of a dispute, or resolution of the Accounting Experts). Any liability for indemnification under this Agreement shall be determined without duplication of 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.
No Duplication of Recovery. The Buyer shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same Damages, regardless of whether more than one Claim (or any other claim under the Offer Document or otherwise) arises in respect of it.
No Duplication of Recovery. 6.1 The Purchaser shall not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once in respect of the same loss, regardless of whether more than one Claim, Specified Claim, Tax Claim, Indirect Interest Holder Claim or Interim Covenant Claim arises in respect of it.
6.2 In the event that the Purchaser is entitled to make one or more Claim, Specified Claim, Tax Claim, Indirect Interest Holder Claim or Interim Covenant Claim in respect of the same liability, the Purchaser may claim under any or all but payments under the Tax Covenant shall pro tanto satisfy and discharge any Claim, Specified Claim or Interim Covenant Claim in respect of the same liability and vice versa. Notwithstanding the foregoing, the Purchaser may not receive duplicate recovery under this Agreement in respect of the same liability.
6.3 For the avoidance of doubt, the Purchaser shall not be entitled to make any Specified Claim (other than a Bribery Indemnity Claim) for amounts in excess of the Warranty Escrow Amount unless and until the aggregate Due Amount in respect of all Claims and Tax Claims equals or exceeds €35 million.
6.4 The Purchaser shall have no Claim or Tax Claim in respect of any deferred Tax asset or any non-availability thereof unless and to the extent that such deferred Tax was taken into account as an asset in the Net Working Capital Statement (including, for the avoidance of doubt, by means of reducing or extinguishing a provision for any liability to Tax in the Net Working Capital Statement).
No Duplication of Recovery. Any Liabilities shall not constitute a Loss to the extent included in the calculation of NAV of the Group Companies or otherwise taken into account in the Final Purchase Price.
No Duplication of Recovery. Any liability for payment of indemnification hereunder shall be determined without duplication of recovery of amounts due in connection therewith by reason of the specific facts giving rise to such liability constituting a breach or other violation of more than one representation, warranty, covenant, or agreement hereunder or being recoverable under more than one specific indemnity hereunder.
