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

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 (A) exceeds the amount paid by the relevant Seller and/or the AMS04 SPV Seller to such Purchaser in respect of the relevant claim such lesser amount as shall have been so paid by such Seller or the AMS04 SPV Seller.

No Liability if Loss is Otherwise Compensated For. 6.1 No liability (1) The Purchaser and those deriving title from the Purchaser on or after Completion shall attach not be entitled to any Seller recover damages or the AMS04 SPV Seller otherwise obtain reimbursement or restitution more than once between them in respect of a any individual 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 lossWarranties. 6.2 (2) The Sellers and the AMS04 SPV Seller Vendor shall not be liable for breach of any claim of the Warranties 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 Purchaser or to any other member of the Purchasers’ Sale Group. 6.3 Without prejudice (B) The Purchaser shall not be entitled to any Purchaser’s right to bring make a claim for breach of clauses 7.7any of the Warranties to the extent that the subject matter thereof has been provided or reserved for in the Net Assets Statement. (C) If, 7.8, or 7.9 (Sellers’ and AMS04 SPV warranties and undertakings), if any Purchaser becomes aware in respect of any matter which could would 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 breach of the Purchasers’ Group due to any delay in giving such noticeWarranties, the relevant Seller’s liability shall not be increased by any additional Loss suffered or incurred by any member of the Purchasers’ Sale Group resulting is entitled to claim under any policy of insurance then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Sale Group shall have made a claim against and so does recover from its insurers and any such delayclaim under the Warranties shall (subject as provided below) then reduce (or be extinguished) by the amount so recovered Provided that the Purchaser shall be liable for any increased premium arising on renewal of such policy by reason of such claim and shall be entitled to recover the same from the Vendor accordingly. 6.4 The Sellers’ (D) If the Vendor pays at any time to the Purchaser an amount pursuant to a claim in respect of the Warranties and the AMS04 SPV Seller’s liability (as applicable) Purchaser or a member of the Sale Group subsequently recovers from some other person any sum 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, the Purchaser shall forthwith repay to the Vendor so much of the amount paid by the Vendor to the Purchaser as does not exceed the sum recovered from such other person less all reasonable costs, charges and expenses incurred by the Purchaser or the relevant member of the Purchasers’ Sale Group recovering that sum from such other person. (E) No claim may be made under the Warranties and no breach of the Warranties shall pay be deemed to have occurred in respect of any liability arising from a claim to any non UK taxation (to include any assessment, notice, demand or other communication or action taken by any person, authority, or body responsible for the relevant Seller assessment collection or the AMS04 SPV Seller (as applicablerecovery or taxation) as soon as reasonably practicable after receiptwhich claims: (A1) an amount equal payment of taxation; (2) to deprive any member of the amount recovered from Sale Group or the third party (net Purchaser of Tax and less any reasonable costs of recovery)relief; or (B3) if to nullify or cancel any right to the amount referred to in paragraph (A) exceeds the amount paid by the relevant Seller and/or the AMS04 SPV Seller to such Purchaser in respect repayment of the relevant claim such lesser amount as shall have been so paid by such Seller or the AMS04 SPV Seller.taxation

No Liability if Loss is Otherwise Compensated For. 6.1 No liability shall attach to (a) Buyer agrees that: (i) neither it nor 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, Buyer Indemnified Parties shall be entitled to recover Losses or any other document entered into pursuant hereto, including the Tax Covenant, and accordingly the Purchasers may only recover otherwise claim reimbursement or restitution more than once in respect of the same loss.any individual Claim or Loss; and 6.2 The Sellers and the AMS04 SPV (ii) Seller shall not be liable for any claim Claim in either case to the extent that the subject of the claim Claim has been or is made good or compensation is otherwise compensated paid to Buyer. (b) In calculating the liability of Seller for without cost any Claim or other Loss to Loss, there shall be taken into account the Purchasers or amount by which any other member Tax for which any of the Purchasers’ Group. 6.3 Without prejudice Buyer Indemnified Parties is now or in the future accountable or liable to any Purchaser’s right to bring a claim for breach of clauses 7.7be assessed, 7.8, is reduced 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 extinguished 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 liability and any Claim or Loss shall be reduced by the relevant member amount of Tax which any of the Purchasers’ Group Buyer Indemnified Parties has a right to obtain on any Claim or Loss suffered (regardless of the actual relief obtained), which relief shall pay to the relevant Seller or the AMS04 SPV Seller (as applicable) as soon as reasonably practicable after receipt: (A) be an amount equal to the amount recovered from product of the third party (net Claim or Loss and higher of the statutory or marginal Tax and less any reasonable costs of recovery); orrate. (Bc) if If, in respect of any matter which would give rise to a Claim or Loss, any of the Buyer Indemnified Parties is entitled to claim under any policy of insurance, then no such matter shall be the subject of a Claim or Loss whether by contribution or indemnity unless and until: (i) any of the Buyer Indemnified Parties shall have made such Claims against its insurers; and (ii) in the event that such Claims under such policies of insurance are agreed by such insurers to be valid claims, the relevant payment has been made to any of the Buyer Indemnified Parties by the insurer, in which case, the amount referred to in paragraph (Aif any) exceeds the amount paid payable by the relevant Seller and/or the AMS04 SPV Seller to such Purchaser in respect of the relevant claim such lesser Claim or Loss shall be reduced by the amount as shall have been so paid by such Seller or of the AMS04 SPV Sellerpayment described in Section 13.13(b).

No Liability if Loss is Otherwise Compensated For. 6.1 (A) No liability shall attach to any the Sellers, the Business Sellers, the Share Seller or the AMS04 SPV Seller in respect any of a them by reason of any breach of this Agreement any of the Warranties to the extent that the same loss has been recovered by any the Purchaser or any other member of the Purchasers’ Purchaser's Group under any other Warranty or term of this Agreement, Agreement or any other document entered into pursuant hereto, including referred to herein or under the Tax Covenant, Covenant and accordingly the Purchasers Purchaser and any Designated Purchaser may only recover once in respect of the same loss. 6.2 (B) The Sellers, the Business Sellers and the AMS04 SPV Share Seller shall not be liable for breach of any claim of the Warranties to the extent that the subject loss in respect 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 Purchaser's Group. 150 150 (C) For the avoidance of doubt, in giving such noticecalculating the liability of the Sellers, the relevant Seller’s liability shall not be increased by Business Sellers and the Share Seller for any additional Loss suffered or incurred by any member breach 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 Warranties there shall be reduced taken into account the amount by an amount equal to which any loss or damage to Taxation for which the claim related Purchaser, any person which has actually been recovered under a policy of insurance (after deducting any costs incurred the Purchaser procures to purchase the Business Assets or the Company is now or in making such recovery and any Tax incurred the future accountable or liable to be assessed is reduced or extinguished 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 (A) exceeds the amount paid by the relevant Seller and/or the AMS04 SPV Seller to such Purchaser in respect of the relevant claim such lesser amount as shall have been so paid by such Seller or the AMS04 SPV Sellerliability.