Common use of Additional Indemnification Procedures Clause in Contracts

Additional Indemnification Procedures. (i) Any indemnifiable claim with respect to any breach or nonperformance by either party of a representation, warranty, covenant or agreement shall be limited to the amount of indemnifiable Losses sustained by the Indemnified Party by reason of such breach or nonperformance, net of any (A) insurance proceeds received by the Buyer or the Target Entities (other than the R&W Insurance Policy), (B) with respect to the portion of the Loss borne by the Blockers (or their successors, with respect to the TECG Units and ECP Units), any net Tax benefits actually realized as a result of such Loss, and (C) recoveries from third parties pursuant to indemnification or otherwise. In furtherance of the foregoing, each of the Buyer and the Target Entities shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss or from any other applicable third party to the same extent as they would if such Loss were not subject to indemnification hereunder. If any Buyer Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments (other than pursuant to the R&W Insurance Policy) after being indemnified with respect to some or all of such Losses, such Buyer Indemnified Party shall pay to the Seller Representative the lesser of (x) the amount of such insurance proceeds and (y) the aggregate amount paid to such Buyer Indemnified Party under this Article IX with respect to such Losses. (ii) If any Indemnifying Party makes any payment on any claim pursuant to Section 9.2, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim (other than the R&W Insurance Policy).