One Recovery. In the event of termination of Executive’s employment, Executive shall be entitled, if at all, to only one set of severance benefits or Change in Control benefits, as applicable, provided in this Agreement.
One Recovery. A Party shall not be entitled to double recovery for any Claims even though they may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the other Party in this Agreement.
One Recovery. Any Indemnified Party shall not be entitled to double recovery for any claims even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement. No Xxxxxxx Party has any liability or obligation with respect to any claim for indemnification to the extent that such matter was reflected as an adjustment to the Purchase Price under Section 3.3(a) of this Agreement.
One Recovery. No party shall be liable to pay any amount in discharge of a claim under this Agreement unless and until the liability in respect of which the claim is made has become due and payable.
One Recovery. No Indemnified Party shall be entitled to double recovery for any Loss, whether under this Agreement, any Ancillary Agreement or otherwise, even though the Loss may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the Indemnifying Party in this Agreement.
One Recovery. The applicable Indemnified Person (or Persons) shall not be entitled to double recovery in respect of any Claims for any indemnification payment pursuant to this Article VII even though they may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made in this Agreement.
One Recovery. An Indemnified Party is not entitled to duplicative recovery of Losses for any claim for indemnification or otherwise under this Agreement even though there may be one or more legal claims resulting from the breach of more than one of the representations, warranties, covenants or obligations of one or more Indemnifying Parties under this Agreement. In the event that a Buyer Indemnified Party recovers Losses from (i) the Sellers under Section 9.01(a), (A) such Losses shall count towards the satisfaction of the Rep Cap (to the extent that the Rep Cap applies to such Losses, as provided in this Article IX) and the Cap (to the extent that the Cap applies to such Losses, as provided in this Article IX) and (B) the amount of any such Losses paid by a Seller shall count towards the satisfaction of the Rep Cap (to the extent that the Rep Cap applies to such Losses, as provided in this Article IX) and the Cap of such Seller (to the extent that the Cap applies to such Losses, as provided in this Article IX) and (ii) a Seller under Section 9.01(b), such Losses shall count towards the satisfaction of the Rep Cap (to the extent that the Rep Cap applies to such Losses, as provided in this Article IX) and the Cap (to the extent that the Cap applies to such Losses, as provided in this Article IX) of the Company by the amount of such Losses.
One Recovery. No Indemnified Party or parties hereunder shall be entitled to double recovery for the same damage arising from the breach of more than one of the representations, warranties, covenants or obligations of an Indemnifying Party with respect to such damage.
One Recovery. No Indemnified Person is entitled to double recovery for any claims under this Agreement even though they may have resulted from the breach of more than one of the representations, warranties, covenants and obligations of the Indemnifying Party in this Agreement.
One Recovery. Any Indemnified Party shall not be entitled to double recovery for any claim, whether or not the claim may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the Indemnifying Party in this Agreement. For greater certainty and notwithstanding any provision in this Agreement to the contrary, the Purchaser Indemnified Parties shall under no circumstances have any right to seek indemnification and the Seller and the Partner Parties shall have no obligation under this Article XII in respect of any claim entitling the Purchaser to a payment pursuant to this Article XII where the Holdback Amount has been reduced in the amount and in respect of any Working Capital Deficit by way of setoff pursuant to Section 3.6(d).
