Single Recovery. (A) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers or any of them by reason of any breach of any of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 to the extent that the same loss has been recovered by the Purchaser or any other Designated Purchaser under the Tax Covenant or any other Warranty or term of this Agreement or the Specified Agreements and, accordingly, the Purchaser and any other Designated Purchaser may only be entitled to recover once in respect of the same loss.
(i) In calculating the liability of the Vendor, the Share Sellers, the US Business Seller and the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 there shall be taken into account any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to such liability which the Purchaser or any member of the Purchaser's Group obtains and utilises on or before the date of calculating such liability.
(ii) To the extent that the Purchaser (or the relevant member of the Purchaser's Group) obtains and utilises any repayment in respect of Tax or any Relief arising as a result of the matter giving rise to the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers for any breach of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8, the Purchaser (or the relevant member of the Purchaser's Group) shall, except to the extent that such utilisation has been taken into account in calculating the liability of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers pursuant to PARAGRAPH (i) of this SUB-PARAGRAPH (B), remit to the Vendor, within 15 Business Days of actual receipt, an amount equal to so much of the economic benefit from that repayment in respect of Tax or Relief which the Purchaser (or the relevant member of the Purchaser's Group) has actually received; PROVIDED that nothing in this SUB-PARAGRAPH (B)(ii) shall restrict the ability or discretion of the Purchaser (or the relevant member of the Purchaser's Group) to order its Tax affairs in any way which it sees fit and to keep its Tax affairs confidential. Any question concerning whether the Purchaser (or the relevant member of the Purchaser's Group) has actually realised any such economic benefit or the quantum and timing of such benefit shall be determined by the auditors for the time being of the Purchaser (or the relevant member of th...
Single Recovery. Any liability for indemnification under this Article VII shall be determined without duplication of recovery by reason of the set of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or undertaking, or one or more rights to indemnification, including any matter that has been taken into account as a liability in calculating Closing Net Working Capital pursuant to the provisions of Section 1.3 or for which any reserve related to accounts receivable has been established in the Financial Statements or in the books and records of the Company in accordance with Seller Accounting Principles.
Single Recovery. 58 SECTION 11.17. [INTENTIONALLY OMITTED].......................... 59 SECTION 11.18. Shareholders' Indemnity.......................... 59 SECTION 11.19.
Single Recovery. The Purchaser shall not be entitled to recover any sum in respect of any claim for breach of the representations and warranties contained in this Agreement or otherwise obtain compensation, reimbursement or restitution more than once in respect of the same loss or damage by reason of any misrepresentation or breach of the representations and warranties contained in this Agreement.
Single Recovery. The Purchaser shall not be entitled to indemnification more than once in respect of any one fact, matter or circumstance giving rise to a Claim.
Single Recovery. The parties agree that if a party is entitled to indemnification under more than one clause or subclause of this Agreement, then such party shall be entitled to only one indemnification or recovery with respect to the Losses arising out of the same circumstances and events (it being understood that the purpose of this sentence is solely to preclude a duplicate recovery by such party).
Single Recovery. The Purchaser shall not be entitled to recover under any of the Transaction Documents or otherwise more than once in respect of the same liability, loss, cost, shortfall, damage, deficiency or amount for which the Purchaser would otherwise be entitled to claim and no amount (or part of any amount) shall be taken into account, set off or credited more than once under the Transaction Documents or otherwise, with the intent, in each case, that there will be no double counting under any of the Transaction Document or otherwise.
Single Recovery. It is the intention of the parties to this Agreement and the Related Agreements that no party shall make any demand for payment, indemnification or reinsurance payment with respect to any Loss, Reinsured Liability or other Liability hereunder or thereunder to the extent that such payment, indemnification or reinsurance payment would result in the duplication of recovery to any party (or any Affiliate thereof) to this Agreement or any Related Agreement in respect of any Loss, Reinsured Liability or other Liability under this Agreement and/or any Related Agreement.
Single Recovery. No Indemnified Person shall be entitled to receive more than one recovery of the amounts owing to it hereunder or under any other agreement to which indemnification obligations hereunder relate.
Single Recovery. No Indemnified Party will be entitled to recover from any Indemnifying Party for the same Damages more than once. Without limiting the generality of the foregoing, the Parent Indemnitees will not be entitled to indemnification under Section 5.9b or this Article 7 with respect to any Damage if any such Damage would constitute a duplicative payment of an amount specifically taken into account in determining any post-Closing adjustment, including the adjustment under Section 2.14, or to the extent such Damage is reflected as a Liability on the Financial Statements or reflected in the footnotes to the Financial Statements.
