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.
Appears in 7 contracts
Samples: Membership Interest Purchase Agreement (StarTek, Inc.), Agreement and Plan of Merger (Unionbancal Corp), Stock Sale Agreement (Infospace Inc)
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 an Asset, an Assumed Liability, an Excluded Asset or a Retained Liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable.
Appears in 4 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (TNS Inc), Acquisition Agreement (Carbo Ceramics Inc)
No Duplication; Exclusive Remedy. (a) Any liability 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 Transferred Asset, an Assumed Liability, an Excluded Asset or a Retained Liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable.
Appears in 2 contracts
Samples: Acquisition Agreement (Symantec Corp), Acquisition Agreement (Verisign Inc/Ca)
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 agreementagreement or by reason of a Party receiving an adjustment to the Purchase Price pursuant to Section 2.6 (Purchase Price Adjustment) in connection with the facts giving rise to the right of indemnification.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ralcorp Holdings Inc /Mo), Share Purchase Agreement (Sara Lee Corp)
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 Transferred Asset, an Assumed Liability, an Excluded Asset, a Retained Liability or a Liability relating to the Retained Litigation, or a breach of more than one representation, warranty, covenant or agreement, as applicable.
Appears in 2 contracts
Samples: Acquisition Agreement (Verisign Inc/Ca), Acquisition Agreement (Syniverse Technologies Inc)
No Duplication; Exclusive Remedy. (a) Any liability for indemnification hereunder shall be determined without duplication of recovery solely by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Level 3 Communications Inc), Stock Purchase Agreement (United Online Inc)
No Duplication; Exclusive Remedy. (a) Any liability From and after the Closing, any Liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jones Apparel Group Inc), Stock Purchase Agreement (Jones Apparel Group Inc)
