No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
No Duplication; Exclusive Remedy. Any Liability for indemnification hereunder or under any Transaction Agreement shall be determined without duplication of recovery by reason of the same Loss.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery (i) by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement (and for purposes of clarity there shall be no liability for a breach of any covenant where the primary purpose of such covenant is to maintain the truth or correctness of any representation or warranty or of notifying a party about any untruth or incorrectness of any representation or warranty other than what is available for the breach of such underlying representation or warranty) or (ii) to the extent such liability was already taken into account under Section 2.04.
No Duplication; Exclusive Remedy. (a) If any Losses are indemnified under Section 10.1 of the Master Agreement or Section 9.1 and Section 9.2 of the Reinsurance Agreement, the Administrator Indemnified Party or MLOA Indemnified Party shall not be entitled to indemnification with respect to such Losses pursuant to Section 11.1 or Section 11.2 of this Agreement.
No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment. Notwithstanding anything to the contrary herein, any indemnification with respect to Product Tax Non-Compliance or Buyer Product Tax Non-Compliance shall be solely as provided in Section 12.6 of the Master Transaction Agreement.
No Duplication; Exclusive Remedy. Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation or warranty. Seller and Purchaser agree that, after the Closing, their sole remedy with respect to any and all claims arising in connection with the transactions contemplated by this Agreement (other than with respect to fraud or willful breach) shall be pursuant to the indemnification provisions set forth in this Article 7.
No Duplication; Exclusive Remedy. (a) To the extent that a Reinsurer Indemnified Party or a Ceding Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Reinsurer Indemnified Party or Ceding Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment.
No Duplication; Exclusive Remedy. (a) To the extent that an Administrator Indemnified Party or an HLIC Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Ancillary Agreement, such Administrator Indemnified Party or HLIC Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment.
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder and under Article 7 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement or constituting a breach of a representation under Section 2.16 and an indemnification obligation under Article 7. Without limiting the foregoing, amounts paid in accordance with Section 1.13 with respect to a Working Capital Deficit shall not be subject to duplication (e.g., in the event or to the extent that an inaccuracy in the Company's financial statement representations gave rise to such adjustment).
No Duplication; Exclusive Remedy. If any losses, claims, damages or liabilities are indemnified under SECTION 10.1 of the Master Agreement, the ADL Indemnified Parties or the MLOA Indemnified Parties, as appropriate, shall not be entitled to indemnification with respect to such losses, claims, damages or liabilities pursuant to SECTION 12.1 of this Agreement.
