No Liability if Loss is Otherwise Compensated For. (a) No Indemnitee shall be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of the same loss or damage.
(b) No Indemnitor shall be liable for any claim to the extent the Indemnitee has a claim, right of indemnification or right of set off against any third party (other than in connection with an insurance claim pursuant to clause (d) below and net of any expenses in obtaining such third party payment), unless the Indemnitee assigns such claim, right of indemnification or right of set off against such third party to the Indemnitor.
(c) Any payment made by an Indemnitor to an Indemnitee pursuant to this Article in respect of any claim will be reduced by an amount equal to any reduction in Taxes realized by the Indemnitee that are attributable to such claim, taking into account any offsetting increases in Taxes associated therewith.
(d) If any matters giving rise to a claim of indemnification by an Indemnitee may be covered by any insurance policy or policies carried by (i) an Indemnitee (other than a self-administered claims program or policies issued or indemnified by an Indemnitee or its Affiliates) or (ii) a party other than the Indemnitees (e.g., a policy carried by a contractor of an Indemnitee that names an Indemnitee as an additional insured), then such Indemnitee shall use commercially reasonable efforts to pursue the claim and obtain compensation from its insurer or insurers under such insurance policy or policies. If and when such compensation is actually received from such insurers for the matters giving rise to a claim of indemnification, such Indemnitee shall reduce such claim of indemnification against the Indemnitor to the extent of Indemnitee’s insurance recovery (minus expenses incurred in pursuing the claim with its insurer) or, if payment has already been made on such claim of indemnification, then such Indemnitee shall remit the insurance recovery (minus expenses incurred in pursuing the claim with its insurer), to the Indemnitor.
No Liability if Loss is Otherwise Compensated For. 6.1 No liability shall attach to any Seller or the AMS04 SPV Seller in respect of a breach of this Agreement to the extent that the same loss has been recovered by any Purchaser or any member of the Purchasers’ Group under any other term of this Agreement, or any other document entered into pursuant hereto, including the Tax Covenant, and accordingly the Purchasers may only recover once in respect of the same loss.
6.2 The Sellers and the AMS04 SPV Seller shall not be liable for any claim to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost or other Loss to the Purchasers or any other member of the Purchasers’ Group.
6.3 Without prejudice to any Purchaser’s right to bring a claim for breach of clauses 7.7, 7.8, or 7.9 (Sellers’ and AMS04 SPV warranties and undertakings), if any Purchaser becomes aware of any matter which could give rise to a claim under clauses 7.7, 7.8, or 7.9 it shall notify the relevant Seller of such matter as soon as reasonably practicable after the occurrence of such matter. Any failure to give such notice shall not prevent the relevant Purchaser from bringing a claim, provided that where any Loss is suffered by the relevant Purchaser or any other member of the Purchasers’ Group due to any delay in giving such notice, the relevant Seller’s liability shall not be increased by any additional Loss suffered or incurred by any member of the Purchasers’ Group resulting from such delay.
6.4 The Sellers’ and the AMS04 SPV Seller’s liability (as applicable) in respect of any claim shall be reduced by an amount equal to any loss or damage to which the claim related which has actually been recovered under a policy of insurance (after deducting any costs incurred in making such recovery and any Tax incurred as a result of the receipt of such recovery).
6.5 Where any Seller or the AMS04 SPV Seller has made a payment to any Purchaser in relation to any claim and such Purchaser or any member of the Purchasers’ Group recovers (whether by insurance or otherwise) from a third party a sum which is referable to the matter giving rise to such claim, such Purchaser or the relevant member of the Purchasers’ Group shall pay to the relevant Seller or the AMS04 SPV Seller (as applicable) as soon as reasonably practicable after receipt:
(A) an amount equal to the amount recovered from the third party (net of Tax and less any reasonable costs of recovery); or
(B) if the amount referred to in paragraph...
No Liability if Loss is Otherwise Compensated For. 13.1 The Indemnified Party and those deriving title from the Indemnified Party on or after Completion shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once between them in respect of any individual claim under the RB Indemnities or the Mutual Indemnities (as the case may be).
13.2 The Indemnifying Party shall not be liable for any claim under the RB Indemnities or the Mutual Indemnities (as the case may be) to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Indemnified Party.
No Liability if Loss is Otherwise Compensated For. 7.1 The Sellers shall not be liable in respect of any claim for breach of any of the Sellers' Warranties if and to the extent that the loss occasioned by the breach has been recovered by the Purchaser pursuant to a claim under any other Seller Warranty or term of this Agreement or any other document entered into pursuant to this Agreement. The Purchaser shall not be entitled to recover more than once in respect of the same loss.
7.2 If the Purchaser is entitled to claim under the Tax Covenant and under the Sellers' Warranties in respect of the same matter, the Purchaser may in its discretion choose to claim under either or both but payments under the Tax Covenant shall pro tanto satisfy and discharge any claim which is capable of being made under the Sellers' Warranties in respect of the same matter and vice versa.
7.3 In calculating the liability of the Sellers for any breach of the Sellers' Warranties, there shall be taken into account any benefit accruing to any member of the Purchaser's Group arising directly or indirectly as a result of the matter giving rise to the breach including without prejudice to the generality of the foregoing:
(a) the amount of any tax relief thereby obtained or obtainable by any member of the Purchaser's Group; and
(b) the amount by which any Taxation for which any member of the Purchaser's Group is now or in the future accountable or liable to be assessed is thereby reduced or extinguished.
No Liability if Loss is Otherwise Compensated For. Single claim
4.1 The Seller shall not be liable for breach of any of the Non-Tax Warranties to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Purchaser or to the Company.
No Liability if Loss is Otherwise Compensated For. (A) Purchasers can only claim once
(i) The Purchasers and those deriving title from the Purchasers on or after Completion shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once between them in respect of any individual breach of the Warranties or claim under the Undertakings or the Tax Covenant.
(ii) No liability shall attach to the Sellers by reason of any breach of the Warranties if the same loss occasioned to the Purchasers by reason of such breach has been recovered under the Undertakings or the Tax Covenant and no liability shall attach to the Sellers under the Undertakings if the same loss has been recovered by a claim under the Warranties or the Tax Covenant given by them.
(iii) The Sellers shall not be liable for breach of any of the Warranties nor under any of the Undertakings to the extent that the subject of the claim has been or is made good or is otherwise compensated for without cost to the Purchasers or any member of the Baltic Group.
No Liability if Loss is Otherwise Compensated For. (A) No liability shall attach to the Seller by reason of any breach of any of the Warranties to the extent that the same loss has been recovered by the Purchaser under any other Warranty or term of this Agreement or any other document referred to herein and accordingly the Purchaser may only recover once in respect of the same loss.
(B) The Seller shall not be liable for breach of any of the Warranties to the extent that the loss in respect of the claim has been or is made good without cost to the Purchaser or any other member of the Purchaser's Group.
(C) For the avoidance of doubt, in calculating the liability of the Seller for any breach of the Warranties there shall be taken into account the amount by which any Taxation for which the Purchaser or any Designated Purchaser is now or in the future accountable or liable to be assessed is reduced or extinguished as a result of the matter giving rise to such liability.
No Liability if Loss is Otherwise Compensated For. (A) The Purchaser shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once in respect of any individual breach of the Warranties.
(B) No liability shall attach to the Seller by reason of any breach of any term of the Warranties to the extent that the same loss has been recovered by the Purchaser or any member of the Group under any other terms of this Agreement or any other document referred to herein, including, without limitation, the Xxxxxxxx Refractories Inc. Stock Purchase Agreement and the Tax Covenant.
No Liability if Loss is Otherwise Compensated For. The Buyer may only recover once for the same Loss, and the Seller is not liable to the Buyer or any other member of the Buyer Group for Loss to the extent:
(a) that the same Loss has been recovered in another Claim or the subject of the Claim is made good or is compensated for without cost to the Buyer or by any other member of the Buyer Group;
(b) of an amount equal to any reduction in present or future Tax, Tax rebate or Tax credit received or receivable by the Buyer or by any other member of the Buyer Group in respect of the amount or matter the subject of the relevant Claim;
(c) that there are any corresponding savings by, or net benefit to, the Buyer or any other member of the Buyer Group; or
(d) that the Buyer or any other member of the Buyer Group:
(i) actually recovers an amount from a person other than the Seller or a Seller Affiliate (for example, issuing a demand, making an insurance claim, suing for tort or claiming under an indemnity); or
(ii) has a right to so recover but has failed to take reasonable steps to seek recovery.
No Liability if Loss is Otherwise Compensated For. 4.1 To the extent that any payment is made by the Vendors to the Purchaser in respect of any Claim and the Company subsequently obtains a deduction for corporation tax purposes in respect of the whole or part of the matter to which such Claim relates then, to the extent that the payment originally made by the Vendors did not reflect the availability of such deduction, the Vendors shall be entitled to reimbursement from the Purchaser of the amount of corporation tax saved as a result of the whole or part of such payment being deductible for corporation tax purposes.
4.2 If, in respect of any matter which would give rise to a Claim, a provision or allowance for the matter of the loss (whether as a specific reserve or as a general reserve) has been made in the accounts of the Company or the same is otherwise taken account of or reflected in the accounts of the Company, then no such matter will be the subject of a Claim.
