Common use of No Liability if Loss is Otherwise Compensated For Clause in Contracts

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. (a) No Indemnitee liability shall be entitled attach to BHI pursuant to Section 1.1 to the extent that the same loss has been recovered by the Indemnified Parties under any other Warranty or term of this Agreement or any other document entered into pursuant hereto and accordingly the Indemnified Parties may only recover damages or otherwise obtain reimbursement or restitution more than once in respect of the same loss loss. An Indemnified Party may not recover Damages to the extent another Indemnified Party has already recovered for the same item of Damages. Notwithstanding anything to the contrary herein, a claim for indemnification pursuant to this Indemnification Agreement shall not be adversely affected, impaired, diminished or damagebarred by the fact that the Indemnified Parties had knowledge of the facts giving rise to such claim as of the date of the Closing of the Investment Agreement (the "Closing Date"). (b) No Indemnitor In calculating the liability of BHI for any reason provided for in Section 1.1 there shall be taken into account to reduce such liability the amount by which: (i) any taxation for which any Indemnified Party 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; (ii) taxes which have been overpaid are then returned to the Company as a result of the matter giving rise to such liability; and (iii) the Indemnified Party has already received compensation for such liability, or such liability has been reduced or terminated by a third party, applicable law or 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 Indemnitorreason. (c) Any payment made After the Closing, the Company will prepare a balance sheet dated as of the Closing Date, in accordance with Spanish GAAP and will cause the balance sheet to be audited and certified by an Indemnitor independent public accountants selected by the Company (the "Closing Balance Sheet"). In the event that the amount of any liability (other than Identified Liabilities, the Actual 38 Tax Liability, the 3.5 Tax Liability and liabilities not included in the Financial Statements) identified on the Closing Balance Sheet as fully and finally paid by the Company ("Satisfied Liability") is less than the amount accrued for such liability in the Closing Balance Sheet (the "Accrued Liability"), then the amount of such difference shall be added to an Indemnitee pursuant offset allowance to be maintained by the Company (the "Offset Allowance"). At the time that any Damages become due and payable by BHI to any Indemnified Party under this Article in respect Agreement, BHI may elect to offset the amount of the Offset Allowance then outstanding against the amount of such Damages. If BHI breaches its obligations under this Agreement and once the amount of the Damages has been finally determined, the Company may elect to offset the amount of the Offset Allowance then outstanding against the amount of such Damages. After any claim will such election by BHI or the Company, the amount of the Offset Allowance shall be reduced by an the amount equal to any reduction of the offset against Damages. To the extent that the Offset Allowance increases after the date in Taxes realized which Damages under this Agreement become due and payable by BHI, whether or not actually paid, the Indemnitee that are attributable Offset Allowance shall not be available with respect to such claim, taking into account any offsetting increases in Taxes associated therewithbut the increased amount shall be available for future claims arising under this Agreement thereafter. (d) If With respect to any matters giving tax liability of the Company (other than the Actual 38 Tax Liability and the Actual 3.5 Tax Liability) (the "Qualified Tax Liability"), such Qualified Tax Liability shall not ripen into an indemnification obligation if the Company is permitted under applicable law to use tax credits of the Company from the tax loss carry-forwards existing on the Closing Date ("Existing Tax Credits") to offset such Qualified Tax Liability and a sufficient amount of such Existing Tax Credits remain available for the Company to use to offset such Qualified Tax Liability. (e) The following items shall not give rise to a claim of any indemnification by an Indemnitee may be covered by any insurance policy or policies carried by obligations pursuant to this Agreement: (i) an Indemnitee (other than a self-administered claims program any VAT taxes that become due and payable by the Company resulting from transactions occurring prior to Closing for which the Company is reimbursed, compensated or policies issued or indemnified by an Indemnitee or its Affiliates) or allowed to compensate; (ii) a party other than any failure of the Indemnitees franchisees of ALO (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 defined in the Purchase Agreement) to pursue fully pay 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 notes payable to a claim of indemnification, such Indemnitee shall reduce such claim of indemnification against the Indemnitor ALO transferred 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), Company pursuant to the IndemnitorPurchase Agreement; and (iii) any claims regarding the Tax Appeals (as defined in the Purchase Agreement) which are governed by Section 1.4 of the Purchase Agreement.

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-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.