Insurance and Third Party Recovery Sample Clauses

Insurance and Third Party Recovery. In determining the liability of a Party for any Losses pursuant to this Article XII, no loss, liability, damage or expense shall be deemed to have been sustained by such Party to the extent of any proceeds previously received by such Party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date hereof or other recovery from a third party (net of all out-of-pocket costs directly related to such recovery). If an amount is actually recovered from an insurance carrier or other third party after damages have been paid by the Indemnifying Party pursuant to Article XII hereof, then the party receiving such amount shall promptly remit such amount to the Indemnifying Party.
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Insurance and Third Party Recovery. In determining the liability of a Indemnifying Party for any Loss pursuant to this Article 6, no Loss shall be deemed to have been sustained by the Indemnified Party to the extent of any proceeds previously received by the Indemnified Party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date of such Loss or other recovery from a third party (net of all out-of-pocket costs directly related to such recovery). If an amount is actually recovered from an insurance carrier or other third party after damages have been paid by the Indemnifying Party pursuant to Article 6 hereof, then the Indemnified Party receiving such amount shall promptly remit such amount to the Indemnifying Party. Buyer shall, and shall cause the Company to, make any and all insurance claims under such policies relating to any claim for which a Buyer Party is seeking indemnification under this Article 6.
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Insurance and Third Party Recovery. In determining the liability of a party for any Damages pursuant to this Article XII, no Damages shall be deemed to have been sustained by a party to the extent of any proceeds received by such party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date hereof or other recovery from a third-party (net of all out-of-pocket costs directly related to such recovery). If an amount is actually recovered from an insurance carrier or other third-party after Damages have been paid by the Indemnifying Party pursuant to Article XII, then the Indemnified Party receiving such amount shall promptly remit such amount to the Indemnifying Party.
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Related to Insurance and Third Party Recovery

  • Standard Hazard Insurance and Flood Insurance Policies (a) For each Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers under the related Servicing Agreements to maintain or cause to be maintained standard fire and casualty insurance and, where applicable, flood insurance, all in accordance with the provisions of the related Servicing Agreements. It is understood and agreed that such insurance shall be with insurers meeting the eligibility requirements set forth in the applicable Servicing Agreement and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance.

  • R&W Insurance Policy Purchaser shall use its reasonable best efforts to bind the R&W Insurance Policy at or prior to the Closing. Purchaser shall use reasonable best efforts to take all actions necessary to complete the applicable conditions in the conditional binder (other than the condition that the Closing has occurred, to which this sentence does not apply) to the R&W Insurance Policy within the times set forth therein to maintain the R&W Insurance Policy in full force and effect. Following the final issuance of the R&W Insurance Policy, Purchaser agrees to use reasonable best efforts to keep the R&W Insurance Policy in full force and effect for the policy period set forth therein. Purchaser shall provide a copy of the R&W Insurance Policy to Seller upon request. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates and their respective officers, directors and employees (except in the case of Fraud), and neither Purchaser nor its Affiliates shall amend or waive such subrogation provisions without Seller’s prior written consent. The Parties acknowledge that Purchaser obtaining the R&W Insurance Policy is a material inducement to Seller entering into the transactions contemplated by this Agreement, and Seller is relying on Purchaser’s covenants and obligations set forth in this Section 5.15(a). The R&W Insurance Policy may not be amended or waived by Purchaser or its Affiliates in any manner that is adverse to Seller or any of its Affiliates without Seller’s prior written consent. At or promptly following the Closing, Seller shall deliver to Purchaser or its Representatives, as reasonably requested by Purchaser, a digital copy of all documents and other information uploaded to the virtual data room established by Seller and its Representatives and to which Purchaser and its Representatives have been granted access as part of their due diligence of the transactions contemplated hereby (the “Data Room”).

  • Liability Insurance and Funding For the duration of Indemnitee’s service as a director and/or officer of the Company and for a reasonable period of time thereafter, which such period shall be determined by the Company in its sole discretion, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company, and, if applicable, that is substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon reasonable request, the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 2.0 times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).

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