Specific Indemnity Claim definition
Examples of Specific Indemnity Claim in a sentence
The Seller shall not be liable for any Seller Warranty Claim or Specific Indemnity Claim if and to the extent that specific provision or specific reserve is made in the Completion Statement for the matter giving rise to such Seller Warranty Claim or Specific Indemnity Claim and such provision or reserve has reduced the amount of the Consideration payable by the Purchaser to such extent.
If the matter or circumstance giving rise to a Warranty Claim or a Specific Indemnity Claim is capable of remedy, the Seller shall be liable in respect of that Warranty Claim or of that Specific Indemnity Claim, only if the relevant matter or circumstance is not remedied in full within ninety (90) Business Days after the date on which the Seller is given notice as contemplated in this clause in relation to that matter or circumstance.
The amount of any liability of the Seller to the Buyer pursuant to this Agreement shall be reduced by any amount equal to the Tax benefit which the Buyer and/or any of the Targets directly have enjoyed in relation to the matter which is the subject of the Warranty Claim and/or Specific Indemnity Claim.
All claims that originate from the same facts or having the same causes shall be deemed as one Warranty Claim and one Specific Indemnity Claim for the purpose of this Agreement.
Without prejudice to the Purchaser's duty to mitigate any loss in respect of any Claim (other than a Specific Indemnity Claim) under this agreement if in respect of any matter which would otherwise give rise to a Claim, it is entitled to claim under any policy of insurance, the amount of insurance monies to which the Purchaser is entitled shall reduce pro tanto or extinguish that Claim.
Failure to deliver such Claim Notice shall not of itself prevent the Protected Persons from bringing the relevant Non-Tax Claim or Specific Indemnity Claim, but the Liable Party shall not be liable to the Protected Persons in respect of such Non-Tax Claim or Specific Indemnity Claim to the extent that the amount of it is increased, or is not reduced, as a result of such failure.
The Seller shall not be liable for any indirect or consequential losses arising out of any Reorganisation Indemnity Claim, Reorganisation Indemnity Tax Claim, any Specified Tax Claim or any Specific Indemnity Claim.
The Seller shall not be liable in respect of any Warranty Claim and/or Specific Indemnity Claim to the extent that the amount of such Warranty Claim and/or Specific Indemnity Claim is confirmed by the insurer as covered by any of the Target’s insurance or would have been so covered if the insurance policies in effect at Closing had been maintained after the Closing Date.
If any Claim (other than a Tax Covenant Claim or a Specific Indemnity Claim) is based upon a liability which is contingent only, the Seller shall not have any obligation to make a payment in respect thereof unless (and until) such contingent liability gives rise to an obligation to make a payment and unless such obligation to make a payment arises within one year after the applicable date set out in paragraph 4(a) to (e), as applicable.