Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered Losses with respect to such matter pursuant to other provisions of this Agreement (including recoveries under Section 7.8.2(e), Section 10.1 or Section 10.2, and the offsets under Sections 7.9.3(b) and Section 7.9.3(d)). Except for the offset and credits explicitly set forth in Section 7.12, Section 7.9.3(b), and Section 7.9.3(d), a final and binding decision of the arbitrators in accordance with Section 13.1.4 or by the court of competent jurisdiction in accordance with Section 13.1.5 neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement.
Recovery of Losses. (a) Subject to the limitations in Section 7.6 below: (i) a Parent Indemnified Person will recover any claim for indemnity under Sections 7.2 or 7.3 relating to breaches of representations or warranties directly from any breaching Certain Company Shareholder, who will be individually liable for such amounts; (ii) a Parent Indemnified Person will recover all claims for indemnity under Sections 7.2 or 7.3, directly from the Certain Company Shareholders, who will be jointly and severally liable for such amounts.
Recovery of Losses. With respect to any indemnification claim made pursuant to this Article XI, all indemnifiable Losses shall be paid as follows:
Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered Losses with respect to such matter pursuant to other provisions of this Agreement (including recoveries under Section 9.1 or Section 9.2, and the offsets under Section 6.9.3(c)). Except for the offsets and credits explicitly set forth in Section 6.12, and Section 6.9.3(b) neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement.
Recovery of Losses. 17.1 If either party (aggrieved party) suffers a loss because the other breaches this Agreement then the other will pay for or reimburse the loss, providing the aggrieved party can provide reasonable evidence of the loss.
Recovery of Losses. 6.1 If, before any amount is paid in discharge of all or part of any Claim, a Party seeking indemnity hereunder is entitled for whatever reason to recover (whether by payment, third party insurance cover, discount, credit, relief or otherwise) from a third party, including an insurer, an amount which indemnifies or compensates (in whole or in part) such Party or otherwise in respect of the Loss which is the subject of the Claim, such Party shall use commercially reasonable efforts to take, before steps are taken to enforce such Claim, all reasonable steps (including any of which the Compensating Party may reasonably require) to enforce such recovery from the third party, and any actual recovery (less any Taxes and reasonable out of pocket expenses incurred in obtaining the same) shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery. Subject to Applicable Law relating to rights of subrogation, the Compensating Party shall be subrogated to all rights that the Notified Party has or would otherwise have in respect of the claim against the third party.
Recovery of Losses. The aggregate amount of Indemnifiable Losses which are the subject of any and all Third Party Claims and Direct Claims and determined pursuant to this Article VII, subject to the limitations of Section 7.3, is referred to as the “Indemnification Amount.” As provided in Section 7.3(c)(i), the Indemnification Amount when finally determined to be owing by the Unaffiliated Stockholders will be set off against and deducted from any FDA Milestone Payment otherwise payable to the Unaffiliated Stockholders, subject to the limitations set forth in Section 7.3.
Recovery of Losses. Notwithstanding anything to the contrary in this Agreement, no Purchaser Indemnitee shall be able to collect any Losses directly from any Seller:
Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered such Losses pursuant to other provisions of this Agreement, including recoveries under Section 10.1 (Indemnification by Novartis) or Section 10.2 (Indemnification by Ionis), and the offsets under Sections 7.9.4 (Right to Offset). Except for the offset and credits explicitly set forth in Section 4.3 (Acquisition of a Competitive Compound), Section 7.12 (Audits), Section 7.9.4 (Right to Offset), a final and binding decision of the arbitrators in accordance with Section 13.1.4 (Arbitration) or by the court of competent jurisdiction in accordance with Section 13.1.5 (Injunctive Relief; Court Actions) neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement. Notwithstanding the non-refundable or non-creditable nature of any milestone payments hereunder, but subject to the limitations set forth in Section 10.6 (Limitation of Consequential Damages), nothing in this Agreement shall limit either Party’s rights to assert or obtain damages for breach of this Agreement, including damages calculated based on the payments made under this Agreement.
Recovery of Losses
