Insurance and Other Recoveries. (a) All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party for such loss for which the Indemnified Party is seeking indemnification. Each Party agrees to promptly make and diligently pursue a Claim against any applicable insurance with respect to any loss that would otherwise be payable pursuant to this Article VI.
(b) All indemnification payments payable hereunder shall be reduced by the amount of any tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party.
Insurance and Other Recoveries. Notwithstanding anything contained in this Agreement to the contrary, Damages of all Indemnified Parties shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to the R&W Policy or any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Indemnified Party is a party or has rights) by the Indemnified Parties in connection with the facts giving rise to the right of indemnification. Except as otherwise set forth herein, the applicable Indemnified Parties shall use commercially reasonable efforts to recover from insurance policies (including the R&W Policy) or other applicable sources of recovery the maximum portion of any Damages of such Indemnified Parties. If the applicable Indemnified Parties shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies (including the R&W Policy) or other applicable sources of recovery and shall not have recovered the applicable Damages, the applicable Indemnifying Party shall be liable for the amount by which such Damages exceeds the amounts actually recovered, subject to Section 9.2 and Section 9.6. If the applicable Indemnified Parties fail to use commercially reasonable efforts to recover any amounts recoverable under insurance policies (including the R&W Policy) or other applicable sources of recovery, the applicable Indemnifying Party shall not be required to indemnify the applicable Indemnified Party for that portion of any Damages that would reasonably be expected to have been recovered had the applicable Indemnified Parties used such commercially reasonable efforts.
Insurance and Other Recoveries. For all purposes of Article VII and this Article IX, “Losses” shall be net of (i) any insurance, indemnification or other recoveries actually paid to the Indemnified Party or its Affiliates under any insurance policy (net of any increase in premiums required to be paid as a result of such Loss) or any other Contract in connection with the facts giving rise to the right of indemnification, and (ii) any Tax Benefit actually realized by Medifax as a result of any such Loss in a taxable period (or portion thereof) beginning after the Closing Date.
Insurance and Other Recoveries. (i) The amount of any Losses payable under this Article XI by an Indemnifying Person shall be net of amounts actually recovered under applicable insurance policies or from any other third party with indemnification obligations or from any other person responsible therefor. If an Indemnified Person receives any amounts under applicable insurance policies or from any other third party with indemnification obligations or from any other person alleged to be responsible for any Losses subsequent to an indemnification payment by any Indemnifying Person, and provided the Indemnified Person has collected all sums due from the Indemnifying Person, then the amount of Losses to be recovered by the Indemnified Person shall be recalculated, taking into account the limitations of this Section 11.3, as if such insurance proceeds or other payments had been made prior to the collection of any Losses under this Agreement and any excess Losses previously collected after such recalculation shall be repaid to the Indemnifying Person; provided, however, that where Purchaser is the Indemnified Person, any such amounts shall be paid to the Sellers’ Representative for distribution to the Sellers. Notwithstanding the foregoing or anything to the contrary set forth herein, in no event shall an Indemnified Person be required to pursue any insurance coverage or any third party with indemnification obligations or any other person responsible therefor in order to seek indemnification under this Article XI.
Insurance and Other Recoveries. Notwithstanding anything contained in this Agreement to the contrary, Damages of all Indemnified Parties shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Indemnified Party is a party or has rights) actually paid to and received by the Indemnified Parties in connection with the facts giving rise to the right of indemnification, less any costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and
Insurance and Other Recoveries. The amount for which an Indemnifying Party is ultimately liable to the Indemnified Party pursuant to Article VIII in respect of any loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premium or other chargebacks. Notwithstanding the foregoing, the parties agree that an Indemnifying Party shall make any and all indemnification payments initially without regard to any potential recovery from an insurance company or other third party, no party shall have any obligation to seek to recover from an insurance company or other third party in connection with making a claim under this Article VIII against an Indemnifying Party and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment in respect of any loss for which the Indemnified Party received indemnification from the Indemnifying Party, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in losses for which the Indemnified Party was indemnified prior to the realization of reduction of such losses.
Insurance and Other Recoveries. For purposes of determining the amount of Damages subject to an indemnification claim made pursuant to this Article 10, the amount of such Damages shall be reduced by the amount of any insurance proceeds or other recoveries from third parties (net of any deductible or other costs or expenses of recovery, including attorney costs and any increases in premiums or retro-premiums) actually received by the applicable Indemnified Party in respect of such Damages. If an indemnification payment is received by any Indemnified Party, and such Indemnified Party later receives insurance proceeds or other third party recoveries described in the previous sentence in respect of the related Damages that were not previously credited against such indemnification payment when made, such Indemnified Party shall promptly pay to the Indemnifying Party, a sum equal to the lesser of: (i) the actual amount of such insurance proceeds or third party recoveries actually received (net of any deductible or other costs or expenses of recovery); or (ii) the actual amount of the indemnification payment previously paid to the Indemnified Party by or on behalf of the Indemnifying Party with respect to such Damages. Each Indemnified Party shall, in good faith, use its commercially reasonable efforts to collect amounts available under insurance coverages, relating to any Damages for which it is seeking indemnification.
Insurance and Other Recoveries. Losses and all indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds available to the Indemnitee or its affiliates (net of any applicable deductible) as a result of the Loss for which the Indemnitee is seeking indemnification. Each Party agrees (and will cause its affiliates) to promptly make a claim against any applicable insurance with respect to any Loss that would otherwise be payable pursuant to Section 12.2 and to use reasonable commercial efforts to prosecute such insurance claim. Buyer shall be responsible, as Indemnitee, for taking or causing to be taken all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to Losses that may be indemnifiable under this Article 12.
Insurance and Other Recoveries. Tax Benefits. The amount of any Losses for which indemnification is provided under this ARTICLE X shall be limited to the Losses suffered by the Indemnified Person and shall be computed net of (i) any insurance or other proceeds actually received by the Indemnified Person in connection with such Losses, including under the R&W Policy, (ii) any Tax benefit actually realized in the taxable period of such Loss (including as a result of any deduction or credit) by the Indemnified Person or any of its Affiliates as a result of such Losses, calculated on a with and without basis, (iii) any indemnity, contribution, or other similar payment the Indemnified Person actually received from any Person with respect to such Loss, and (iv) any other payment or monetary recoupment received, realized, or retained by the Indemnified Person as a result of the events giving rise to the Claim. To the extent that coverage may reasonably exist under any title insurance policy for any Claim against any Seller’s Indemnified Person under this Agreement for a breach of Section 4.18 (Title to Assets), the applicable Buyer’s Indemnified Person must first seek recourse under any such title insurance policy before such Claim may be recoverable against such Seller’s Indemnified Person. If any recovery from a Third Party (including any insurance recovery) is realized after having previously received indemnification proceeds under this ARTICLE X, such Indemnified Person will promptly tender to the respective Indemnifying Person an amount equal to such recovery from a Third Party (including any insurance recovery) equal to the amount of the indemnification proceeds paid by the Indemnifying Person.
Insurance and Other Recoveries. The amount of any Damages suffered or incurred by any Indemnitee or to which such Indemnitee has otherwise become subject arising from a matter subject to Indemnification pursuant to this Section 9 shall be deemed reduced by an amount equal to: (i) the amount of any cash payment or other cash benefit actually received by such Indemnitee from a third party under any insurance policy, any Contract providing for any rights to indemnity, contribution or other similar payments, or otherwise, in each case, intended as compensation or reimbursement for the same Damages; minus (ii) the aggregate amount of all reasonable fees, costs and expenses (including any attorney’s fees, deductibles or increases in insurance premiums, retroactive or otherwise, solely to the extent that such increases in insurance premiums are attributable to the Indemnitee claiming such Damages against the insurer or the insurer’s payment to such Indemnitee in respect of such Damages) incurred by such Indemnitee in connection with claiming or collecting the amount referred to in the preceding clause “(i).” Notwithstanding anything to the contrary set forth in this Section 9.4(h) or elsewhere in this Agreement, no Indemnitee shall have any obligation to purchase or maintain any insurance policy or to enter into or maintain any Contract providing for any rights to indemnity, contribution or other similar payments or to pursue the collection of any recoveries or payments under any such insurance policy or Contract, regardless of whether such Indemnitee has suffered or incurred or otherwise become subject to any Damages for which such Indemnitee is entitled to compensation under any such insurance policy or Contract.
