Common use of Determination of Losses Clause in Contracts

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s fees and costs of collection), but excluding all punitive and exemplary damages (except to the extent payable to third parties). In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or the Company in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification payment. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or the Company later receives insurance proceeds or other third party recoveries in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirements.

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in valueactual lost profits incurred directly by the Company, expenses, costs and liabilities (including reasonable attorney’s attorneys’ fees and costs of collection), but excluding all consequential damages, punitive and exemplary damages damages, special damages, lost profits (except to other than actual lost profits incurred directly by the extent payable to third partiesCompany), incidental damages, indirect damages, unrealized expectations, diminution in value, or other similar items. No Loss shall be calculated using a “multiplier” or any other similar method having a similar effect. In determining the amount of any Losses for which a Buyer Indemnified Party is Purchasers are entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties Purchasers or the Company Company, as applicable, in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees Purchasers agree to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at ) and the time amount of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease tax benefit actually recognized in Taxes resulting from the event giving rise to such Losses and any increase cash or credit in Taxes resulting from receipt lieu of the indemnification paymenta refund related thereto. If an indemnification payment is received by a Buyer Indemnified PartyPurchaser, and any Buyer Indemnified Party or the Company such Purchaser later receives insurance proceeds or proceeds, other third party recoveries or tax benefits in respect of the related Losses, the Buyer such Purchaser shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, Significant Common Shareholders on a pro rata basis a sum equal to the lesser of (a) the actual amount of such insurance proceeds or proceeds, other third party recoveries (minus reasonable costs and tax benefits actually recognized in cash or credit in lieu of recovery or increases in insurance rates due to such claim) a refund or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirementshereunder.

Determination of Losses. As used hereinLosses for which any Indemnitor has liability hereunder shall be determined by a final, “Losses” means all Taxesnon-appealable order of a court of competent jurisdiction, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s fees and costs of collection), but excluding all punitive and exemplary damages (except by arbitration pursuant to the extent payable to third partiesterms of Section 12.06, by written agreement of Buyer and Sellers’ Representative or as otherwise expressly set forth in Article XI, Section 12.05(a) and Section 12.06(b). In determining the amount of any Losses for which a Buyer Indemnified Party Indemnitee is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase retention and expenses incurred by the Buyer Indemnitee in connection with recovering such insurance rates due to such claimproceeds) and recoveries from other third party recoveries parties, in each case, actually received by the Buyer Indemnified Parties or Indemnitee and the Company in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to pursue and obtain, except that Buyer shall not be obligated ) and the amount of any refund of Taxes paid (or reduction in the amount of Taxes which otherwise would have been paid) with respect to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from taxable year during which the event giving rise to such Losses and any increase a claim under Article XI or Article XII occurred or the taxable year in Taxes which payment under Article XI or Article XII was made, as result of a deduction or credit resulting from receipt of such event or payment, or, in each case, the indemnification paymentimmediately succeeding taxable year (assuming for this purpose that any such deduction or credit was treated as the last item used in calculating such Taxes). If an indemnification payment is received by a Buyer Indemnified PartyIndemnitee, and any Buyer Indemnified Party Indemnitee or the Company later receives insurance proceeds or proceeds, other third third-party recoveries or Tax benefit as described in the prior sentence in respect of the related Losses, Buyer or the Buyer Company shall immediately as promptly as practicable pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the SellerSellers’ Representative, for the benefit of the Seller MembersSellers, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or other third proceeds, third-party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) Tax benefits or (b) the actual amount of the aggregate indemnification payment payments previously paid by any Seller Member or the Seller MembersSellers’ AgentRepresentative, on behalf of the Seller MembersSellers, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirementshereunder.

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s attorneys’ fees and costs of collection), but excluding all consequential damages, punitive and exemplary damages, special damages, lost profits, unrealized expectations or other similar items (except, in the case of punitive or exemplary damages (except only, to the extent payable such amounts are required to be paid by an indemnified party in connection with third partiesparty claims). In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or Parties, the Company or any Subsidiary in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at ) and the time amount of any actual reduction in Tax liability of the indemnification payment using reasonable assumptions Indemnified Party in the year in which the Indemnified Loss accrues and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification paymentfollowing year (a “Tax Benefit”) related thereto. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or Party, the Company or any Subsidiary later receives insurance proceeds or proceeds, other third party recoveries or Tax Benefits in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, Agent for inclusion in deposit to the Escrow Fund orFund, or if such payment is received after the Escrow Fund has been releasedCut-Off Date, to the Seller, for the benefit of the Seller Members, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or proceeds, other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) and Tax Benefits or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirementshereunder.

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s attorneys’ fees and costs of collectionexpenses), but excluding all punitive and exemplary damages (except in each case, including, without limitation, arising from matters disclosed to the extent payable to third parties)Buyer or its Affiliates or otherwise referenced in this Agreement. In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties Parties, the Company or the Company Subsidiary in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification payment). If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party Party, the Company or the Company Subsidiary later receives insurance proceeds proceeds, or other third party recoveries in respect of the related Losses, the Buyer shall immediately promptly pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit Sellers (with each Seller receiving one-half of the Seller Members, a sum such amount) an amount equal to the lesser of (a) the actual amount of such insurance proceeds proceeds, or other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, Sellers with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder hereunder, including but not limited to any Losses that result from any breach of the extent required by applicable Legal Requirementsrepresentations and warranties contained in Section 2.14.

Determination of Losses. As used herein, “Losses” means any and all Taxes, direct or indirect damages, losses, expenses, costs, diminution in value, expensesfinancial obligations, costs fines, penalties and other liabilities (including amounts paid in settlement, interest, court costs, costs of investigators, reasonable attorney’s fees and costs expenses of collectionattorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation, arbitration or other dispute resolution procedures), but excluding (notwithstanding any language in the definition of “Liability” or “Loss” to the contrary) all consequential damages (other than those that are reasonably foreseeable), punitive and exemplary damages; it being agreed, however, that any consequential, punitive or exemplary damages (except to the extent payable to any third parties)party pursuant to a Third Party Action shall constitute Losses recoverable by the Indemnified Party under this Article VII. In determining the amount of any Losses for which a Buyer an Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or the Company Party in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification paymentLosses. If an indemnification payment is received by a Buyer an Indemnified Party, and ActiveUS 136966801v.1 any Buyer Indemnified Party or the Company later receives insurance proceeds or other third party recoveries in respect of the related such Losses, the Buyer Indemnified Party shall immediately promptly pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, Indemnifying Party a sum equal to the lesser of (a) the actual amount of such insurance proceeds or and other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) or (b) the actual amount of the indemnification payment previously paid by any Seller Member or to the Seller Members’ Agent, on behalf of the Seller Members, Indemnified Party with respect to such Losses, provided, however, that if such recovery is made by the Buyer within eighteen (18) months after the Closing Date and the amount of such Losses had been paid to the Buyer from the Escrow Fund, the Buyer may replenish the Escrow Fund up to $26,250,000 and pay the balance to the Sellers (with each Seller receiving its Pro Rata Share of such balance amount). All parties shall use commercially reasonably reasonable efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder hereunder. The Sellers shall not have any right of contribution or any claim over against the Company with respect to any breach by the Company of any of its representations, warranties, pre-Closing covenants or pre-Closing agreements. Each Buyer Indemnified Party shall have the right, but not the obligation, to set off, in whole or in part, against any obligation or payment it owes to any Seller (other than any employment-related payment obligations), amounts owed by such Seller to any Buyer Indemnified Party pursuant to this Agreement or any other agreement delivered in connection herewith to the extent required the amount of such obligation shall have been either agreed to in writing by the applicable Legal Requirementsparties or determined by a court or other Governmental Authority through issuance of an order, decree or ruling.

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s attorneys’ fees and costs of collection), but excluding all consequential damages, punitive and exemplary damages, special damages, or indirect damages (except in each case for third party claims asserting such damages). For the sole purpose of determining Losses (and not for determining whether or not any representation or warranty has been breached or is inaccurate), the representations and warranties of the Company shall not be deemed qualified by any references to the extent payable materiality or to third parties)Material Adverse Effect. In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or Parties, the Company or any Subsidiary in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable diligent efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at ) and the time amount of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification paymenttax benefit related thereto. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or Party, the Company or any Subsidiary later receives insurance proceeds or proceeds, other third party recoveries or tax benefits in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller MembersSellers, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or proceeds, other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) and tax benefits or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirementshereunder.

Determination of Losses. As used hereinWith respect to each indemnification obligation contained in this Article VIII, “Losses” means all TaxesLosses shall be net of any third-party insurance and indemnity proceeds that are actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, damages, losses, diminution in value, expenses, less all out-of-pocket costs and liabilities expenses incurred by such Indemnified Party in connection with obtaining such insurance proceeds or third-party recovery (including reasonable attorney’s fees attorneys’ fees, any deductible, any retention and costs any retroactive premium adjustment directly on the account of collection)or directly arising from such claim or Losses, but excluding all punitive and exemplary damages (except to the extent payable to third parties). In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for it being agreed that if third-party insurance or indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or the Company in respect of such Losses (after giving effect facts are recovered by the Indemnified Party subsequent to any reasonable costs the Indemnifying Party’s making of recovery)an indemnification payment in satisfaction of its applicable indemnification obligation, which such proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at promptly remitted to the time Indemnifying Party to the extent of the indemnification payment using made. The Indemnified Party shall use reasonable assumptions and present value concepts efforts to recover for Losses under any such third-party insurance policy. Any liability for indemnification hereunder shall be determined without duplication of recovery by taking into account any decrease in Taxes resulting from reason of the event state of facts giving rise to such liability implicating more than one obligation for indemnification. The Xxxx Xxxxxxx may (at their election) settle any Losses and any increase in Taxes resulting from receipt of owed by the indemnification payment. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or the Company later receives insurance proceeds or other third party recoveries in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, a sum equal to the lesser of Xxxx Xxxxxxx under this Agreement (a) in cash, (b) by surrender of Navigator Ordinary Shares (at the actual amount then Fair Market Value of such insurance proceeds Navigator Ordinary Shares), or other third party recoveries (minus reasonable costs c) by surrender of recovery Notes (at the then fair market value of such Notes, by reference to the Fair Market Value of the Navigator Ordinary Shares issuable thereunder). Buyers shall have the right (at their election) to offset any Losses owed by Xxxx Xxxxxxx under this Agreement, as finally determined by a court or increases in insurance rates due Governmental Entity, and which have not been paid by the Xxxx Xxxxxxx within thirty (30) days of such determination (i) by redemption of Navigator Ordinary Shares owned by Xxxx Xxxxxxx or any of their Affiliates (with the redemption price thereof being paid entirely by offsetting such Losses against the value of such Navigator Ordinary Shares based on the then Fair Market Value of such Navigator Ordinary Shares), (ii) by redemption of Notes (with the redemption price thereof being paid entirely by offsetting such Losses against the value of such Notes based on the then fair market value of such Notes owned by Xxxx Xxxxxxx or any of their Affiliates, by reference to such claimthe Fair Market Value of the Navigator Ordinary Shares issuable thereunder) or (biii) against the actual amount of the indemnification payment previously paid by any Seller Member distributions or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder payments owed to the extent required by applicable Legal RequirementsClass II Limited Partners (as such term is defined in the Operating Agreements) under the Operating Agreements. As a condition to the transfer of any Navigator Ordinary Shares or Notes to any Xxxx Seller or any of their respective Affiliates, such transferee shall agree (x) to the setoff rights contained in the preceding sentence, (y) that each Buyer Indemnitee is an express third party beneficiary thereof and (z) that such setoff and third party beneficiary rights may not be amended or modified without Navigator’s prior written consent in its sole discretion.

Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s fees and costs of collection), but excluding all punitive and exemplary damages (except to the extent payable to third parties). In determining the a) The amount of any and all Losses for under this Article 10 shall be (i) decreased by the present value of any Tax benefits attributable to or arising from such Losses that are reasonably expected to be realized within 36 months of the end of the Tax year in which a Buyer Indemnified Party is entitled to assert such Losses are incurred (as reasonably determined by Buyer) by any party making a claim for indemnification hereunder and (ii) increased by the present value of Tax detriments attributable to or arising from such Losses (including payments under this Article 10 in respect thereof) that are reasonably expected to be realized within 36 months of the end of the Tax year in which such Losses are incurred (as reasonably determined by Buyer) by any party making a claim hereunder, the . The amount of any such and all Losses under this Article 10 shall be determined after deducting therefrom net of, in the amount case of payments to the Buyer Indemnitees pursuant to Section 10.04(a), any amounts actually recovered by Buyer, the Company, or any of its Subsidiaries under insurance proceeds (after giving effect policies, indemnities or other reimbursement arrangements with respect to such Losses, adjusted for any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due premiums as a result of making an insurance claim for such Losses. In the event that an amount is distributed to a Buyer Indemnitee pursuant to Section 10.04 prior to any such claim) and other third party recoveries actually received by applicable recovery, then the Buyer Indemnified Parties or the Company in respect of such Losses (after giving effect to any reasonable costs of recovery)shall use commercially reasonably efforts to, which proceeds and recoveries the shall cause all other Buyer agrees Indemnitees to use commercially reasonable efforts to obtainto, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting such recoveries from the event giving rise to such Losses and any increase in Taxes resulting from insurance policies, indemnities, or other reimbursement arrangements, and, upon their receipt of any such recovery, shall promptly pay over the indemnification payment. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or the Company later receives insurance proceeds or other third party recoveries in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due up to such claim) or (b) but not exceeding the actual amount of previously distributed to the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, Buyer Indemnitees pursuant to Section 10.04 with respect to such LossesLoss (net of any applicable costs of obtaining such recoveries) to the Seller Representative (for further distribution to the Seller Representative in accordance with the terms of the Consideration Allocation and Mechanics Schedule). All parties shall use commercially reasonably efforts to mitigate Buyer and the amount of Losses for which they may be entitled to indemnification hereunder Company and its Subsidiaries hereby waive, to the extent required by applicable Legal Requirementspermitted under such insurance policies, any subrogation rights that the insurer may have with respect to any indemnifiable Losses.