Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to the indemnification obligations in this Agreement: (i) all Losses shall be net of any third-party insurance proceeds which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder.

Additional Indemnification Provisions. (a) The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to the indemnification obligations in this Agreement: (i) all Losses shall be net of any third-party insurance proceeds which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder.

Additional Indemnification Provisions. (a) The Sellers Seller and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to the indemnification obligations in this Agreement: (i) all Losses shall be net of any third-party insurance proceeds which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02), no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract a contract to which the Company is a party (other than in the event where such Assumed Contract contract is a Material Contract that the Sellers Seller and the Company failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder.

Additional Indemnification Provisions. (a) The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to the each indemnification obligations obligation contained in this Agreement: (i) Article XII, all Losses shall be net of any third-party insurance proceeds which have been and indemnity, contribution or other similar payments that are actually recovered by the Indemnified 120 Party in connection with the facts giving rise to the right of indemnification; indemnification (iiit being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of the costs of recovering such proceeds) in no event shall be promptly remitted to the Indemnifying Party have liability to the Indemnified Party under extent of the indemnification payment made). Notwithstanding any other provision to the contrary in this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss purposes of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to determining whether there has been a breach or alleged breach hereof) unless inaccuracy of any representation or warranty, or the amount of any Loss related to any such damages breach or items are awarded inaccuracy, under Section 12.2(a)(i) or Section 12.2(b)(i), the representations and warranties set forth in this Agreement and in any certificate required to a third-party in a Third Party Claim, provided that this be delivered pursuant to Section 9.06(a)(ii10.2(c) and Section 10.3(c) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect be considered without giving effect to any Losses to materiality limitation or qualification (including the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a terms “material,” “Cobia Material Contract that the Sellers failed to identify as requiring consent Adverse Effect,” “Swordfish Material Adverse Effect” or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereundersimilar qualifiers).