Common use of Calculation and Mitigation of Losses Clause in Contracts

Calculation and Mitigation of Losses. (a) The amount of any Losses for which indemnification is provided under this Article X will be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources), and in the event the Indemnified Parties actually receive any recovery, the amount of such recovery will be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account), and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party fails to pursue recoveries under any “occurrence” based insurance policies or other collateral sources, then Seller will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates to reasonably cooperate, with Seller to pursue any such subrogation claim. (b) Each Party’s right to indemnification hereunder will be subject to its obligations under applicable Law, including under common law, to mitigate damages.

Calculation and Mitigation of Losses. (a) The Without limiting Section 8.8, and excluding any claim of liquidated damages related to a breach following the Closing pursuant to Section 10.21, the amount of any Losses for which indemnification is provided under this Article X VIII will be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paidpaid or otherwise applied. The Indemnified Parties will use their commercially reasonable efforts to pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources), and in the event that the Indemnified Parties actually receive any recovery, the amount of such recovery will be applied first, to the Indemnified Parties in an amount equal to the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paid or otherwise applied, second, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X VIII which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account)any, and secondthird, any excess to the Indemnified Parties. If a Buyer an Indemnified Party fails to pursue recoveries under any “occurrence” based occurrence”-based insurance policies or other collateral sources, then Seller the Indemnifying Party will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained; provided, that the Indemnified Party shall be under no obligation to assist the Indemnifying Party in respect of such right of subrogation over and above the “commercially reasonable efforts” standard set forth above. Buyer, Buyer Parent and the Company will reasonably cooperate, and cause its their respective Representatives and Affiliates to reasonably cooperate, with Seller to pursue any such subrogation claim. (b) Each Party’s right to indemnification hereunder will be subject to its obligations under applicable Law, including under common law, to mitigate damages.

Calculation and Mitigation of Losses. (a) 6.7.1 The amount of any Losses for which indemnification is provided under this Article X 6 will be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sourceslitigation), and in the event the Indemnified Parties actually receive any recovery, the amount of such recovery will be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X 6 which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account), and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party fails to pursue recoveries under any “occurrence” based insurance policies or other collateral sources, then Seller Sellers will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates (including, after the Closing, the Company) to reasonably cooperate, with Seller Sellers to pursue any such subrogation claim. (b) 6.7.2 Each Party’s right to indemnification hereunder will be subject to its obligations under applicable Law, including under common law, to mitigate damages.

Calculation and Mitigation of Losses. (a) The amount of any Losses Loss for which indemnification is provided under this Article X will XI shall be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses Loss; provided that the amounts recovered by an Indemnified Party shall be determined net of any increase in excess of premiums payable by the sum of (i) reasonable, out-of-pocket costs and expenses relating Company Group attributable to collection the event giving rise to such claim for indemnification. In the event any amounts recovered under such insurance policies or other collateral sourcessources are not received before any claim for indemnification is paid pursuant to this Article XI, and (ii) then the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to Company Group shall pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources)with reasonable diligence, and in the event the Indemnified Parties actually receive it receives any recoveryrecovery under any insurance policy or from any collateral source with respect to such Loss, apply the amount of such recovery will shall be applied first, to reimburse the Company Group for its out-of-pocket expenses (including reasonable attorney’s fees and expenses) expended in pursuing such recovery, second, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X Sellers which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account), and secondthird, any excess to the Indemnified PartiesCompany Group. If The Company shall pay to Sellers’ Representative (for the benefit of the Sellers in accordance with their respective Ownership Percentages) the amount of any actual reduction in Taxes that would be payable but for a Buyer Indemnified Party fails Loss that caused indemnification payments to pursue recoveries under any “occurrence” based insurance policies be made hereunder. In calculating the foregoing payment, the Company shall assume that all items of deduction other than the items for which payment is to be made hereunder shall first be used to determine the Tax liability of the Company for the Tax year in which such Loss arises, provided that, if the item of deduction (or other collateral sourcesportion thereof) with respect to such payment is not Table of Contents allowed in such Tax year applying the limitations of the foregoing provision, then Seller will have such item of deduction (or any portion thereof) shall be deemed used in the right of subrogation to pursue first succeeding tax year following such insurance policies or other collateral sources (to year that such item is allowed applying the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name ordering rules of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates to reasonably cooperate, with Seller to pursue any foregoing provision for such subrogation claimother Tax years. (b) Each Party’s right to indemnification hereunder will Notwithstanding any provision of this Agreement, no Seller shall be subject to its obligations under applicable Lawliable for any consequential, incidental or indirect damages, special or punitive damages, including under common lawloss of revenue, profits or income, diminution in value of securities or loss of business reputation or opportunity relating to the breach of this Agreement or any Related Document (except to the extent any such damages are awarded to a third party in connection with a Third Party Claim). (c) Except for any Losses with respect to Taxes, which shall be governed by Section 11.6, each party shall take all reasonable steps to mitigate damagesany of its Losses under this Article XI as required by Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (d) Notwithstanding anything contained herein, with respect to Section 11(a)(v) and Section 11.1(a)(vi), Buyer shall use reasonable best efforts to minimize the Losses related thereto and if any Governmental Entity seeks to cause the Company Group to remediate any matter which would be indemnified by the Sellers pursuant to such Sections, the Company Group shall contest any such actions in good faith with an effort to minimize such remediation.

Calculation and Mitigation of Losses. (a) The amount of any Losses for which indemnification is provided under this Article X will VIII shall be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paid; provided, however, that for avoidance of doubt, items (i) and (ii) shall not be taken into account with respect to the R&W Insurance Policy. The Indemnified Parties will shall use their commercially reasonable efforts to pursue such insurance policies or collateral sources (which efforts will shall not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sourceslitigation), and in the event the Indemnified Parties actually receive any recovery, the amount of such recovery will shall be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X VIII which would not have been so paid had such recovery been obtained prior to such payment, if any payment (provided that if such payments were made out of the Indemnity Escrow Account and the Indemnity Escrow Account is still in effect, such amounts will shall be returned to the Indemnity Escrow Account), and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party Parent Indemnitee fails to pursue recoveries under any “occurrence” based insurance policies or other collateral sources, then Seller will the Participating Securityholders shall have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will Parent shall reasonably cooperate, and cause its Representatives and Affiliates (including, after the Closing, the successors to the Lime Entities) to reasonably cooperate, with Seller the Participating Securityholders to pursue any such subrogation claim. In the event of any conflict between the provisions of Section 7.12 and this Section 8.8(a), the provision of Section 7.12 shall control. (b) Each Party’s right to indemnification hereunder will shall be subject to its obligations under applicable Law, including under common law, to mitigate damages. (c) Where it is necessary to determine whether a monetary limit or threshold referred to in this Article VIII has been reached or exceeded and the value of the claim is expressed in a currency other than USD, the value of that claim shall be translated into USD at the rate reported by Bloomberg (or if that service ceases to be available, such other service as Parent and the Lime Representative may agree, acting reasonably) at 5 p.m. on the date on which such claim is settled or finally judicially determined (or, if such day is not a Business Day, on the Business Day immediately preceding such day).

Calculation and Mitigation of Losses. 7.7.1 The amount of Losses subject to indemnification pursuant to this Article 7 shall be reduced by any insurance proceeds received by the applicable Indemnified Party with respect to such Losses (net of any deductible, co-payment or increases in premium and all out of pocket costs related to such recovery) from any insurance carrier pursuant to any insurance coverage in place as of the date of this Agreement. If any insurance proceeds are subsequently recovered by the Indemnified Party from an insurance carrier after payment has been made by the Indemnifying Party to the Indemnified Party in accordance with this Article 7 with respect to the Losses to which such insurance recoveries relate, then the Indemnified Party shall promptly remit to the Indemnifying Party such insurance recoveries (net of any deductible, co-payment, or increases in premium and all out of pocket costs related to such recovery); provided that, in no event shall the Indemnified Party have any obligation hereunder (a) to remit to the Indemnifying Party any portion of such insurance recoveries in excess of the indemnification payment or payments actually received from the Indemnifying Party with respect to such Losses, or (b) to make any insurance claims or to pursue any recovery from any insurance carrier or third party with respect thereto, except as required pursuant to Section 7.6.4. The amount of any Losses indemnified Loss for which indemnification is provided under this Article X will 7 shall be net of any amounts recovered Tax benefits actually recognized by such the Indemnified Party under insurance policies or other collateral sources on account of such indemnified Loss in the year of such indemnified Loss in excess any out of pocket costs (including Taxes) with respect to the receipt, distribution or payment over of such Losses in excess of the sum of (i) reasonableTax benefits; provided, out-of-pocket costs and expenses this sentence shall not be construed to give any Sellers or SXX Seller Members any right to review Buyer’s Tax Returns or any other information relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith Taxes that Buyer deems confidential. Notwithstanding anything herein to the extent actually paid. The Indemnified Parties will contrary, after Closing, solely with respect to matters affecting title to the Owned Real Property, Buyer shall first use their commercially reasonable efforts to pursue such seek recourse against the applicable title company pursuant to any applicable title insurance policies affording coverage in favor of the Company or collateral sources any Company Subsidiary regarding the same (which efforts will not require collectively, the initiation of litigation or pursuit “Title Policies”) before seeking indemnity from Sellers with respect thereto under this Agreement (or continued pursuit) to the extent permitted thereby). However, if the applicable title company denies coverage under any of the Title Policies, or Buyer’s Losses are in excess of such claim is reasonably determined by the Indemnified Parties coverage (including any deductible, co-payment or increases in premium and all out of pocket costs related to not be covered and payable under or by such insurance policies or collateral sourcesrecovery), and in Buyer may seek indemnity from Sellers with respect thereto under this Agreement. 7.7.2 To the event the extent that any Indemnifying Party has an indemnification obligation pursuant to this Article 7 to an Indemnified Parties actually receive any recoveryParty, such Indemnified Party may set off the amount of such recovery indemnification obligation against any amounts then due and unpaid by such Indemnifying Party to the Indemnified Party within the time period allowed for such payment. 7.7.3 In the event that the Closing occurs, each Seller and SXX Seller Member agrees that such Seller or SXX Seller Member will not seek, nor will they be applied firstentitled to, to refund reimbursement or contribution from, subrogation to, or indemnification by, the Company or any payments made by Company Subsidiary under the Indemnifying Parties applicable organizational documents, this Agreement, applicable corporate Laws or any other applicable Laws or otherwise, in respect of indemnification claims pursuant any amounts due from any Seller or SXX Seller Member to this Article X which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account), and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party fails under this Article 7 or otherwise in connection with this Agreement. Each Seller and SXX Seller Member further agrees not to pursue recoveries make any claims against any director and officer insurance in respect of amounts due by any Seller and SXX Seller Member to any Buyer Indemnified Party under any “occurrence” based insurance policies this Article 7 or other collateral sources, then Seller will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent otherwise in connection with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates to reasonably cooperate, with Seller to pursue any such subrogation claimthis Agreement. (b) Each Party’s right to indemnification hereunder will be subject to its obligations under applicable Law, including under common law, to mitigate damages.

Calculation and Mitigation of Losses. (a) 7.7.1 The amount of any Losses for which indemnification is provided under this Article X 7 will be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or other collateral sources, and (ii) the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources), and in the event the Indemnified Parties actually receive any recovery, the amount of such recovery will be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X 7 which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Indemnification Escrow Account and the Indemnification Escrow Account is still in effect, such amounts will be returned to the Indemnification Escrow Account), and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party fails to pursue recoveries under any “occurrence” based insurance policies or other collateral sources, then Seller Sellers will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates (including, after the Closing, the Acquired Companies) to reasonably cooperate, with Seller Sellers to pursue any such subrogation claim. (b) 7.7.2 Each Party’s right to indemnification hereunder will be subject to its obligations under applicable Law, including under common law, to mitigate damages.

Calculation and Mitigation of Losses. (a) The amount of any Losses Loss for which indemnification is provided under this Article X will XI shall be net of any amounts recovered by such Indemnified Party under insurance policies or other collateral sources with respect to such Losses Loss; provided that the amounts recovered by an Indemnified Party shall be determined net of any increase in excess of premiums payable by the sum of (i) reasonable, out-of-pocket costs and expenses relating Company Group attributable to collection the event giving rise to such claim for indemnification. In the event any amounts recovered under such insurance policies or other collateral sourcessources are not received before any claim for indemnification is paid pursuant to this Article XI, and (ii) then the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to Company Group shall pursue such insurance policies or collateral sources (which efforts will not require the initiation of litigation or pursuit (or continued pursuit) to the extent such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources)with reasonable diligence, and in the event the Indemnified Parties actually receive it receives any recoveryrecovery under any insurance policy or from any collateral source with respect to such Loss, apply the amount of such recovery will shall be applied first, to reimburse the Company Group for its out-of-pocket expenses (including reasonable attorney’s fees and expenses) expended in pursuing such recovery, second, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article X Sellers which would not have been so paid had such recovery been obtained prior to such payment, if any (provided that if such payments were made out of the Escrow Account and the Escrow Account is still in effect, such amounts will be returned to the Escrow Account), and secondthird, any excess to the Indemnified PartiesCompany Group. If The Company shall pay to Sellers’ Representative (for the benefit of the Sellers in accordance with their respective Ownership Percentages) the amount of any actual reduction in Taxes that would be payable but for a Buyer Indemnified Party fails Loss that caused indemnification payments to pursue recoveries under any “occurrence” based insurance policies be made hereunder. In calculating the foregoing payment, the Company shall assume that all items of deduction other than the items for which payment is to be made hereunder shall first be used to determine the Tax liability of the Company for the Tax year in which such Loss arises, provided that, if the item of deduction (or other collateral sourcesportion thereof) with respect to such payment is not allowed in such Tax year applying the limitations of the foregoing provision, then Seller will have such item of deduction (or any portion thereof) shall be deemed used in the right of subrogation to pursue first succeeding tax year following such insurance policies or other collateral sources (to year that such item is allowed applying the extent consistent with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name ordering rules of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates to reasonably cooperate, with Seller to pursue any foregoing provision for such subrogation claimother Tax years. (b) Each Party’s right to indemnification hereunder will Notwithstanding any provision of this Agreement, no Seller shall be subject to its obligations under applicable Lawliable for any consequential, incidental or indirect damages, special or punitive damages, including under common lawloss of revenue, profits or income, diminution in value of securities or loss of business reputation or opportunity relating to the breach of this Agreement or any Related Document (except to the extent any such damages are awarded to a third party in connection with a Third Party Claim). (c) Except for any Losses with respect to Taxes, which shall be governed by Section 11.6, each party shall take all reasonable steps to mitigate damagesany of its Losses under this Article XI as required by Law upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (d) Notwithstanding anything contained herein, with respect to Section 11(a)(v) and Section 11.1(a)(vi), Buyer shall use reasonable best efforts to minimize the Losses related thereto and if any Governmental Entity seeks to cause the Company Group to remediate any matter which would be indemnified by the Sellers pursuant to such Sections, the Company Group shall contest any such actions in good faith with an effort to minimize such remediation.

Calculation and Mitigation of Losses. (a) 7.7.1 The amount of any Losses for which subject to indemnification is provided under pursuant to this Article X will 7 shall be net of reduced by any amounts recovered insurance proceeds received by such the applicable Indemnified Party under insurance policies or other collateral sources with respect to such Losses (net of any deductible, co-payment or increases in premium and all out of pocket costs related to such recovery) from any insurance carrier pursuant to any insurance coverage in place as of the date of this Agreement. If any insurance proceeds are subsequently recovered by the Indemnified Party from an insurance carrier after payment has been made by the Indemnifying Party to the Indemnified Party in accordance with this Article 7 with respect to the Losses to which such insurance recoveries relate, then the Indemnified Party shall promptly remit to the Indemnifying Party such insurance recoveries (net of any deductible, co-payment, or increases in premium and all out of pocket costs related to such recovery); provided that, in no event shall the Indemnified Party have any obligation hereunder (a) to remit to the Indemnifying Party any portion of such insurance recoveries in excess of the sum of indemnification payment or payments actually received from the Indemnifying Party with respect to such Losses or (ib) reasonableto make any insurance claim or to pursue any recovery from any insurance carrier or third party with respect thereto (other than, out-of-pocket costs and expenses relating in connection with recovery pursuant to collection under such policies or other collateral sourcesSection 7.1.7, and (ii) the deductible associated therewith to the extent actually paid. The Indemnified Parties will use their commercially reasonable efforts to seek to pursue such insurance policies claims under an applicable Listed Policy or collateral sources (which efforts will not require Limited Warranty that existed as of the initiation of litigation or pursuit (or continued pursuit) to Closing and remains in effect). 7.7.2 To the extent that any Indemnifying Party has an indemnification obligation pursuant to this Article 7 to another Indemnified Party, such claim is reasonably determined by the Indemnified Parties to not be covered and payable under or by such insurance policies or collateral sources), and in the event the Indemnified Parties actually receive any recovery, Party may set off the amount of such recovery will be applied firstindemnification obligation against any amounts then due and unpaid by such Indemnifying Party to such other Indemnified Party within the time period allowed for such payment. In addition, to refund the extent any payments made by the Indemnifying Parties in respect of Buyer Indemnified Party is entitled to an indemnification claims payment pursuant to this Article X which would not 7, such Buyer Indemnified Party may elect to have been so paid had all or a portion of such recovery been obtained prior to such payment, if any (provided amounts be satisfied through funds that if such payments were made out of remain available in the Indemnification Escrow Account and the Escrow Account is still in effect, such amounts will be returned (up to the Escrow AccountHoldback Amount), and second, any excess subject to the Indemnified Parties. If a terms set forth in Section 7.9. 7.7.3 In the event that the Closing occurs, each Seller agrees that such Seller will not seek, nor will they be entitled to, reimbursement or contribution from, subrogation to, or indemnification by, the Company or any Company Subsidiary under the applicable organizational documents, this Agreement, applicable corporate Laws or any other applicable Laws or otherwise, in respect of any amounts due from any Seller to any Buyer Indemnified Party fails under this Article 7 or otherwise in connection with this Agreement. Each Seller further agrees not to pursue recoveries make any claims against any director and officer insurance in respect of amounts due by Sellers to any Buyer Indemnified Party under any “occurrence” based insurance policies this Article 7 or other collateral sources, then Seller will have the right of subrogation to pursue such insurance policies or other collateral sources (to the extent consistent otherwise in connection with the terms of such policies) and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Buyer will reasonably cooperate, and cause its Representatives and Affiliates to reasonably cooperate, with Seller to pursue any such subrogation claimthis Agreement. (b) Each Party’s 7.7.4 The right to indemnification hereunder and the payment of Losses of any Buyer Indemnified Party pursuant to this Article 7, or the availability of any other remedies contemplated hereby or otherwise available to the Buyer Indemnified Parties at law or in equity, based upon any representation, warranty, covenant, agreement or obligation of Sellers or the Company contained in or made pursuant to this Agreement will not be subject affected by any investigation made by or on behalf of any Buyer Indemnified Party or its Affiliates, or the knowledge of any such Buyer Indemnified Party’s (or its Affiliates’) officers, directors, stockholders, managers, members, partners, employees or agents, with respect to its obligations under applicable Lawthe accuracy or inaccuracy of, including under common lawor compliance or non-compliance with, any such representation, warranty, covenant, agreement or obligation at any time prior to mitigate damagesor following the Party’s entrance into this Agreement.