Other Limitations on Liability. (a) To the extent that any Damages are covered by insurance or any right to indemnification (other than pursuant to this Article 6) held by such indemnified party, such indemnified party shall be entitled to indemnification pursuant to Section 6.1 of this Agreement, only with respect to the amount of Damages that are in excess of the cash proceeds received by such indemnified party pursuant to such insurance or right to indemnification. If such indemnified party receives such cash insurance or indemnification proceeds prior to the time such claim for Damages is paid, then the amount payable by the indemnifying party pursuant to such claim shall be reduced by the amount of such proceeds. If such indemnified party receives such cash insurance or indemnification proceeds after such claim has been paid, then, as promptly as practicable following the receipt by the indemnified party of any cash proceeds pursuant to such insurance or right to indemnification, such indemnified party shall repay any portion of the amount previously paid by the indemnifying party to such indemnified party in satisfaction of such claim for which such cash insurance or indemnification proceeds were paid.
(b) Notwithstanding anything herein to the contrary, to the extent that the Investors or the Company waives satisfaction of one or more conditions set forth in Section 4.1 and 4.2 or 5.1 and 5.2, respectively, of this Agreement, which conditions were not satisfied due to one or more events, conditions or circumstances that occurred after the date of this Agreement and that were specifically disclosed in writing to the Investors or the Company, respectively, prior to the Closing, the Company or the Investors, respectively, shall not have any liability hereunder for such matter or matters but only to the extent so disclosed.
(c) Neither party to this Agreement nor any of its Affiliates or Representatives shall be liable to any other party hereto or any of its Affiliates or Representatives for claims for punitive, special, exemplary or incidental damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act of similar law or any other legal or equitable principle. No party shall be entitled to rescission of this Agreement as a result of breach of any other party's representations, warranties, covenants or agreements, or for any other matter.
(d) With respect to any matter as to which ...
Other Limitations on Liability. No Buyer Indemnified Person shall have any claim or recourse against the Seller or any of its Affiliates or Representatives under this Article VIII with respect to any breach by the Seller of any representation, warranty or covenant in this Agreement to the extent the Seller demonstrates that any of the individuals included in the definition of Knowledge of the Buyer had actual knowledge of such breach at least five (5) days prior to the Closing and knew that such breach would reasonably likely result in Losses, without regard to the limits in this Article VIII. For the avoidance of doubt, each of the individuals included in the definition of Knowledge of the Buyer shall be deemed to have actual knowledge of all information set forth in this Agreement, in the Schedules (including any update or amendment to the Schedules furnished by the Seller at least five (5) days prior to the Closing), and with respect to any matter waived by Buyer in writing at or prior to the Closing or made known in writing to the Buyer by the Seller at least five (5) days prior to the Closing.
Other Limitations on Liability. (a) Any action for breach of this Agreement by a Party arising during the Term must be commenced within *** after the end of the Term, provided nothing in this Section 6.06(a) shall apply to any claim by either Party for indemnification under Section 6.01 or 6.02, or to any claim by either Party for breach of the other Party’s indemnity obligation.
(b) BMS and the Company shall cooperate with each other in resolving any claim or liability with respect to which a Party is obligated to indemnify the other under this Agreement, *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. including without limitation, by making commercially reasonable efforts to mitigate or resolve any such claim or liability.
Other Limitations on Liability. Notwithstanding anything to the contrary contained in this Agreement, (a) no breach by the Seller, Holdings or its Subsidiaries, as applicable, of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and neither Purchaser nor any Affiliate of the Purchaser shall have any claim or recourse against the Seller, Holdings or its Subsidiaries or their directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if any of Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxxx. Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxx, Xxxxxx Xxxxxx or any member of the board of directors of the Purchaser had knowledge of such breach as of the date of this Agreement and (b) no breach by the Purchaser of any representation, warranty, covenant or agreement in this Agreement shall be deemed to be a breach of this Agreement for any purpose hereunder, and neither the Seller nor any Affiliate of the Seller shall have any claim or recourse against the Purchaser or its directors, officers, employees, Affiliates, controlling persons, agents, advisors or representatives with respect to such breach if to the Knowledge of Holdings such breach occurred on or prior to the date of this Agreement.
Other Limitations on Liability. Notwithstanding any other provision of this Agreement, no Party shall have any liability to any Indemnified Party to the extent:
(a) any insurance proceeds or any indemnity, contribution or other similar payment realized by such Indemnified Party with respect to such damages, net of any deductible and costs of collection and any increase in the annual insurance premium of said insurance policies for any subsequent period resulting from the filing and collection of such insurance claim; provided, that, in the event that any insurance or other recovery is made by any of GABY's Indemnified Parties with respect to any Loss for which such GABY Indemnified Parties has been indemnified hereunder, then a refund equal to the aggregate amount of the insurance or other recovery (net of any amounts described in the preceding clause) shall be made promptly by such GABY Indemnified Party to the applicable Vendor(s); and/or
(b) any net tax benefit actually recognized in the year the damages are incurred or in the immediately succeeding tax year by the Indemnified Party as a result of the damages giving rise to the claim hereunder.
Other Limitations on Liability. In no event shall any shareholder, constituent partner or member, director, officer, employee or agent of a Party be personally liable for any obligation of such Party hereunder. Neither Party shall be entitled to recover from the other Party consequential, exemplary, incidental, special or punitive damages for a breach by the other Party of this Agreement.
Other Limitations on Liability. (a) The Parties shall use commercially reasonable efforts to mitigate its Losses in respect of any Indemnity Claim hereunder, including by making insurance claims on insurance policies.
(b) Subject to Section 9.4(c):
Other Limitations on Liability. (i) The Buyer Indemnified Parties shall not be entitled to recover from the Indemnifying Parties pursuant to this Article XI more than once in respect of the same Damages suffered. The Stockholder Indemnified Parties shall not be entitled to recover from the Indemnifying Parties pursuant to this Article XI more than once in respect of the same Damages suffered.
(ii) Each Indemnified Party shall comply with all obligations it may have to mitigate any indemnifiable Damage under applicable Law.
Other Limitations on Liability. No Party shall be liable for any consequential, punitive, special or incidental damages, or damages measured by any diminution in value, under this Article VI (and no claim for indemnification hereunder shall be asserted) as a result of any breach or violation of any covenant or agreement of such party (including under this Article VI) in or pursuant to this Agreement (it is understood that nothing in this Section 6.4 shall limit the right of an Indemnified Party to be indemnified for punitive, special or incidental damages in a Third Party Claim). Notwithstanding the foregoing, the foregoing limitations on damages shall not apply in the event of any breach of covenant by a Party done in bad faith or with the intent of frustrating the purposes of this Agreement and the transactions contemplated hereby.
Other Limitations on Liability. (a) Any action for breach of this Agreement by a Party arising during the Term must be commenced within twelve (12) months after the end of the Term, provided nothing in this Section 6.06(a) shall apply to any claim by either Party for indemnification under Section 6.01 or 6.02, or to any claim by either Party for breach of the other Party's indemnity obligation.
(b) BMS and the Company shall cooperate with each other in resolving any claim or liability with respect to which a Party is obligated to indemnify the other under this Agreement, including without limitation, by making commercially reasonable efforts to mitigate or resolve any such claim or liability.
