No Duplication. 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 or violation of more than one representation, warranty, covenant or agreement.
Appears in 8 contracts
Samples: Securities Purchase Agreement (Emerald Oil, Inc.), Securities Purchase Agreement (Emerald Oil, Inc.), Securities Purchase Agreement (Emerald Oil, Inc.)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of due to the state of facts giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreement.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Alkermes Plc.), Purchase and Sale Agreement (Baudax Bio, Inc.), Purchase and Sale Agreement (Alkermes Plc.)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Section 1.8.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Hormel Foods Corp /De/), Asset Purchase Agreement (Imperial Sugar Co /New/)
No Duplication. 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 or violation of more than one representation, warranty, covenant or agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National General Holdings Corp.), Stock Purchase Agreement (Complete Production Services, Inc.)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under SECTION 1.09(b).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Seacor Holdings Inc /New/)
No Duplication. Any liability of Total and the Sellers 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 or violation of more than one representation, warranty, covenant or agreement, a cause for indemnification under a specific indemnity provision or by reason of the Purchase Price being adjusted pursuant to Section 2.4 (Post Closing Adjustments) in connection with the facts giving rise to the right of indemnification.
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall will be determined without duplication of recovery by reason of the any state of facts (a) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreement, or (b) taken into account in determining any adjustment to the Purchase Price pursuant to Section 2.5.
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall be determined without to avoid duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Sections 1.10(d) and 4.14.
Appears in 1 contract
No Duplication. 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 or violation of more than one representation, warranty, covenant or agreementagreement or to the extent taken into account in determining any adjustment to the Purchase Price under Section 8(f).
Appears in 1 contract
Samples: Asset Purchase Agreement (Synovis Life Technologies Inc)
No Duplication. Any liability for indemnification under this Agreement shall be determined without to avoid duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreement.
Appears in 1 contract
No Duplication. Any liability Liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of due to the state of facts giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementcovenant.
Appears in 1 contract
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (NorthStar Healthcare Income, Inc.)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of due to the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Merger Consideration.
Appears in 1 contract
Samples: Merger Agreement (Ventas Inc)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Section 1.11(b).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Imperial Sugar Co /New/)
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Section 1.9(c).
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Section 1.10(c). Article VII shall not apply to Tax claims to the extent those claims are separately indemnified under Section 4.7.
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of same facts giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreement.
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of due to the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Consideration.
Appears in 1 contract
Samples: Purchase Agreement (Hcp, Inc.)
No Duplication. 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 or violation of more than one representation, warranty, covenant or agreementagreement or taken into account in determining any adjustment to the purchase price for the LLC Interests under Section 2.2.
Appears in 1 contract
No Duplication. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts (i) giving rise to such liability constituting a breach or violation of more than one representation, warranty, covenant or agreementagreement or (ii) taken into account in determining any adjustment to the Purchase Price under Section 3.3.2.
Appears in 1 contract
