Single Recovery. Any liability for indemnification under this Article VII shall be determined without duplication of recovery by reason of the set of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or undertaking, or one or more rights to indemnification, including any matter that has been taken into account as a liability in calculating Closing Net Working Capital pursuant to the provisions of Section 1.3 or for which any reserve related to accounts receivable has been established in the Financial Statements or in the books and records of the Company in accordance with Seller Accounting Principles.
Single Recovery. (A) No liability shall attach to the Vendor, the Share Sellers, the US Business Seller, the IP Assets Sellers or any of them by reason of any breach of any of the Warranties or pursuant to PARAGRAPH 16 of SCHEDULE 8 to the extent that the same loss has been recovered by the Purchaser or any other Designated Purchaser under the Tax Covenant or any other Warranty or term of this Agreement or the Specified Agreements and, accordingly, the Purchaser and any other Designated Purchaser may only be entitled to recover once in respect of the same loss.
Single Recovery. 58 SECTION 11.17. [INTENTIONALLY OMITTED].......................... 59 SECTION 11.18. Shareholders' Indemnity.......................... 59 SECTION 11.19.
Single Recovery. The Purchaser shall not be entitled to recover any sum in respect of any claim for breach of the representations and warranties contained in this Agreement or otherwise obtain compensation, reimbursement or restitution more than once in respect of the same loss or damage by reason of any misrepresentation or breach of the representations and warranties contained in this Agreement.
Single Recovery. The parties agree that if a party is entitled to indemnification under more than one provision of this Agreement, then such party shall be entitled to only one indemnification or recovery with respect to the Losses arising out of the same circumstances and events (it being understood that the purpose of this sentence is solely to preclude a duplicate recovery by such party).
Single Recovery. The Purchaser shall not be entitled to indemnification more than once in respect of any fact, matter or circumstance giving rise to a Direct Claim.
Single Recovery. Any payment by the Warrantors under this Agreement to the Purchaser shall reduce by that amount any claim relating to the same subject matter by the Purchaser under the Tax Deed (and vice versa), and the Purchaser shall not be entitled to recover any sum more than once in relation to the same subject matter, whether under this Agreement, the Tax Deed or otherwise.
Single Recovery. 8.1 The Warrantors shall not be liable in respect of any Relevant Claim if and to the extent that the loss occasioned by the breach has been recovered by the Purchaser pursuant to a claim under any other Warranty, any Tax Warranty or the Tax Deed. The Purchaser shall not be entitled to recover more than once in respect of the same loss.
Single Recovery. Any liability for indemnification under this Article IX shall be determined without duplication of recovery by reason of the set of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or undertaking, or one or more rights to indemnification. Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no obligation to indemnify any Buyer Indemnitee for the amount of any Loss if and to the extent the Buyer has already recovered such amount as a result of the Purchase Price adjustment pursuant to Section 2.07 or such amount was reflected as a liability in the final determination of the Closing NTBV.
Single Recovery. No Indemnified Party will be entitled to recover from any Indemnifying Party for the same Damages more than once. Without limiting the generality of the foregoing, the Parent Indemnitees will not be entitled to indemnification under Section 5.9b or this Article 7 with respect to any Damage if any such Damage would constitute a duplicative payment of an amount specifically taken into account in determining any post-Closing adjustment, including the adjustment under Section 2.14, or to the extent such Damage is reflected as a Liability on the Financial Statements or reflected in the footnotes to the Financial Statements.
