Target Losses Sample Clauses

Target Losses. Any other provision of this Agreement notwithstanding, Seller agrees that Purchaser may recover from Seller, either as a deduction from the payment of any Target Amount or out of any amounts remaining in the Escrow Account, as the case may be, Purchaser's losses, damages, liabilities, costs and expenses (including, without limitation, lost profits and mitigation expenses) that are the direct consequences of the failure of any Target to be satisfied (collectively, "Target Losses"); provided, that to the extent that Purchaser is compensated for a Target Loss pursuant to this Section 3.6(b), it shall not be deemed to have suffered a loss for purposes of exercising any other remedies that it may have. Purchaser shall use its commercially reasonable efforts (consistent with those it would exercise in the absence of this Section 3.6(b)(vi)) to preserve customer relationships and to mitigate any Target Losses, including, without limitation, entering into arrangements with customers to minimize the impact of the failure of any Target to be satisfied. The limitations set forth in Section 9.2(b) shall not apply to Target Losses and no recovery for Target Losses shall count against the cap set forth in Section 9.2(a). Purchaser shall not be entitled to multiple recoveries for the same Target Loss, and Purchaser's recovery for a Target Loss shall not affect Purchaser's other rights under this Agreement, the Transition Services Agreement or the Master Service Level Agreement, except as set forth above. The fact that Purchaser exercises any such other rights shall not, in and of itself, be deemed to constitute evidence that Purchaser has incurred a Target Loss. For the avoidance of doubt, the maximum amount of Target Losses for which Purchaser shall be eligible to recover in respect of the calendar month preceding any Assessment Date shall be $8,888,889 per Target.