Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making , which efforts shall not require the commencement of any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyProceeding.

Additional Indemnification Provisions. (a) Any indemnification pursuant to this Article VII requiring the payment of funds by an Indemnifying Party to an Indemnified Party shall be effected by wire transfer of immediately available funds to an account designated by the Sellers or Purchaser, as the case may be, within three (3) Business Days after the final determination of the amount thereof, whether pursuant to a final judgment, settlement or agreement among the Parties. (b) Notwithstanding anything to the contrary herein, all materiality, material adverse effect or similar qualifiers shall be disregarded for purposes of determining Covered Losses arising from any breach or inaccuracy of any representations and warranties hereunder. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party (net of recovery costs and premium increases) in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (x) any net cash Tax benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to the taxable year of such Loss or any of the following two taxable years and (y) the amount of Covered Losses shall be net of any third-third party insurance or indemnity, contribution other indemnity or similar reimbursement proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar such proceeds in respect of such facts are recovered recovered, or such net cash Tax benefit actually realized, by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds proceeds, or the amount of such net cash Tax benefit, as applicable, shall be promptly remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it Losses would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to reduced the Indemnifying Party’s indemnification obligations). Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates (except in the case of Fraud).

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement: (i) each such obligation related to any Acquired Group Company shall be reduced by any Tax benefit actually realized in cash in the current tax year by the Indemnified Party as a result of the matter giving rise to such obligation, (ii) each such obligation related to any Acquired Group Company shall be increased by any Tax liability actually incurred in the amount current year by the Indemnified Party as a result of Covered the matter giving rise to such obligation, (iii) all Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds amounts that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are actually recovered by the Indemnified Party subsequent pursuant to the Indemnifying Party’s making any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of an indemnification payment reimbursement in satisfaction respect of its applicable indemnification obligation, such proceeds Loss and shall be promptly remitted to net of the Indemnifying cost of recovery and increase of premiums in respect of such Loss and (iv) Seller shall not be liable for any Losses suffered by any Purchaser Indemnified Party to the extent of that such losses are included in the indemnification Final Adjustment Amount. (b) If an Indemnifying Party makes any payment made), and the for any Losses suffered or incurred by an Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss pursuant to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to provisions of this Article IXX, the such Indemnifying Party shall be subrogated, to the extent of such payment, to any all rights which and remedies of the Indemnified Party may have against to any third parties insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyLosses.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of Covered all Losses indemnifiable hereunder shall be net of (a) any net Tax Benefit actually realized by the Indemnified Party in connection with the incurrence of such Loss in or prior to the taxable year in which the indemnity payment is made or in the next taxable year, calculated on a “with and without” basis, net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) and third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification indemnification, net of costs reasonably incurred by the Indemnified Party in connection therewith (it being agreed that if any Tax Benefit, third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are actually realized or recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of such Tax Benefit which is realized in the taxable year after the indemnification payment is made or in the next taxable year or such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the . The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all applicable insurance and indemnity, contribution or similar provisions policies covering such Covered Loss loss to the same extent as it would if such Covered Loss loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the (a) The amount of Covered any and all Losses under this Article VIII shall be determined net of (i) the value of any third-net Tax benefit realized by any party seeking indemnification hereunder as a reduction of cash taxes in the year of the Loss (or the subsequent year) arising in connection with the accrual, incurrence or payment of any such Losses, in each case determined on a “with and without” 97989374_16 basis and (ii) any insurance or (other than the R&W Insurance Policy), indemnity, contribution reimbursement arrangement, contract or similar other proceeds that have actually been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnificationproceeds described in this clause (ii), contribution an “Alternative Recovery”), in each case, net of applicable deductibles, any Taxes payable in respect thereof, retentions, costs of collection or similar proceeds costs or payments and any increase in respect of such facts are recovered premiums actually paid or incurred by the Indemnified Party subsequent that are attributable to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted claims made pursuant to the Indemnifying Party to the extent of the indemnification payment made), and the this Agreement. The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to will seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Alternative Recoveries with respect to any Loss to the same extent as it such Indemnified Party would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to In the event that the Indemnified Party for receives recovery of any indemnification claim amount pursuant to this Article IX, an Alternative Recovery for which it has already been indemnified by the Indemnifying Party shall be subrogatedhereunder, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights will promptly refund an equal amount to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) or are recoverable by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party shall usefirst uses, and cause causes its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of Covered all Losses shall be net of any third-third party insurance or indemnityinsurance, contribution indemnity or similar agreement or arrangement or contribution proceeds that have been recovered actually received by the Indemnified Party (net of any all costs and expenses incurred to recover such proceedsproceeds and any increase in insurance premiums resulting from the making of the claim giving right to such recovery) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-third party insurance or indemnification, indemnification or contribution or similar proceeds in respect of such facts are recovered actually received by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of all costs and expenses incurred to recover such proceeds and any increase in insurance premiums resulting from the making of the claim giving right to such recovery) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). If a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement or is otherwise subject to more than one indemnification obligation under this Section 8.6, as applicable, only one recovery of Losses shall be allowed, and the Indemnified Party in no event shall use, and cause its Affiliates to use, commercially reasonable efforts to seek there be any indemnification or duplication of payments or recovery under all insurance and indemnity, contribution or similar different provisions covering such Covered Loss to of this Agreement arising out of the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXfacts, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyconditions or events.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by the amount of Covered Losses shall be net of any third-third party insurance or indemnity, contribution other indemnity or similar reimbursement proceeds that have been recovered (net of any costs premia increase arising therefrom and any expenses incurred to recover such proceedsamounts) that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such net proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates through a reduction in Taxes otherwise due as a result of the incurrence of such Covered Loss and (b) net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of reasonable and documented expenses incurred in obtaining such recovery or benefit, including deductibles, retrospective premium adjustments, experience-based premium adjustments and indemnification obligations (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such net proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) or are recoverable by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party shall usefirst uses, and cause causes its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, the amount of Covered all Losses shall be reduced by (a) any net Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss, and (b) the amount of any third-party insurance or indemnity, contribution or similar reimbursement proceeds that have been actually recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that that: (i) any such proceeds recovered by the Indemnified Party in pursuit of such recovery shall be net of out-of-pocket costs and expenses, including any increases in premiums directly attributable to the underlying claim, incurred by such Indemnified Party in seeking such recovery; and (ii) if third-party insurance or indemnification, contribution or similar such proceeds in respect of such facts are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of such proceeds would have reduced the Indemnifying Party’s indemnification payment madeobligations), and the Indemnified Party shall use, and cause its controlled Affiliates to use, commercially reasonable efforts to seek recovery under all applicable insurance and indemnity, contribution or similar other indemnity and reimbursement provisions covering such Covered Loss Losses to the same extent as it would if such Covered Loss Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.