Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, Parent shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that Parent shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Parent for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Representative. If Parent has received the payment required by this Agreement from the Representative in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative and shall pay to the Representative, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Representative pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.
Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are recoverable pursuant to indemnification rights or other reimbursement arrangements or pursuant to insurance, Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses. The existence of a claim by Parent for monies from an insurer or against a third party in respect of any Loss shall not, however, delay recovery by Parent for such Loss pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable by Parent. If Parent has received the payment required by this Agreement from the Indemnity Escrow Fund in respect of any Loss and later receives proceeds from indemnification rights or other reimbursement arrangements or pursuant to insurance in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative and shall pay to the Representative, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnity Escrow Account pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.
Insurance Effect. Notwithstanding the foregoing, to the extent any Damages that are subject to indemnification pursuant to this Agreement are covered by insurance, the Indemnitee shall use commercially reasonable efforts to obtain the maximum recovery under such insurance. If the Indemnitee receives payment from the Indemnitor for indemnification under this Section 5.3 and later receives proceeds from insurance or other amounts in respect of such Damages, then it shall hold such proceeds or other amounts in trust for the benefit of the Indemnitor and shall pay to the Indemnitor, as promptly as practicable after receipt, a sum equal to the amount of the proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnitor pursuant to this Agreement in respect of such Damages.
Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance paid for by the Surviving Pubco or the Company prior to or after the Closing, the Surviving Pubco and the Company shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Parties shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by the Indemnified Parties for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing from the Escrow Shares. If the Surviving Pubco has received the payment required by this Agreement from the Escrow Shares in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Stockholders and shall return to escrow the Escrow Shares released to the Indemnified Parties or in the event of a subsequent sale thereof, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount realized by the Indemnified Parties upon such sale. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.
Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article XI are covered by insurance of the Company, HL, Parent, or its or their Subsidiaries, Parent shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; however the Indemnitee (or HL Representative on behalf of an Indemnitee) will nevertheless be entitled to bring a claim for indemnification under this Article XI in respect of such Losses and the time limitations set forth in Section 11.4 for bringing a claim of indemnification under this Agreement will be tolled during the pendency of such insurance claim. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any Loss will toll any disbursement of the Escrow Fund, if applicable, pursuant to the indemnification provisions contained in this Article XI and the Indemnification Escrow Agreement, if applicable. To the extent an Indemnitee receives proceeds from insurance or other amounts in respect of such Loss, such proceeds shall reduce the amount of Losses subject to indemnification hereunder. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party will be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.
Insurance Effect. (a) The amount payable under this Article VIII in respect of any Loss shall be calculated net of any insurance proceeds actually received by the Indemnified Party on account thereof, which insurance proceeds shall be net of (i) any out-of-pocket costs and expenses of the Indemnified Party in pursuing the same and (ii) the deductible or self-insured retention for such insurance policies; provided that, Buyers shall use their commercially reasonable efforts to obtain insurance proceeds from any Title Policies if the facts or circumstances support valid claims against the insurance policies but shall not otherwise be required to seek to obtain insurance proceeds or institute Proceedings in order to obtain insurance proceeds.
(b) In the event that an insurance or other recovery is made at any time after an indemnification payment by the Indemnifying Party has been made with respect to any indemnified Loss, then, to the extent of the amount of such indemnification payment, a refund equal to the aggregate net amount of the recovery (after deducting (i) any out-of-pocket costs and expenses of the Indemnified Party in pursuing the same and (ii) the deductible for such insurance policies) shall be made within ten (10) Business Days of receipt of such recovery to the applicable Indemnifying Party.
(c) Notwithstanding anything to the contrary in this Agreement, none of the obligations or restrictions related to insurance or recovery of claims or any other limitations set forth in this Article VIII shall apply to any environmental insurance policy procured by Buyers.
Insurance Effect. If, prior to the settlement and payment of a claim for Damages by the Indemnifying Party, a Buyer Indemnified Party receives a payment from an insurance carrier in connection with the Damages to which such claim relates, the amount of Damages recoverable by a Buyer Indemnified Party under this Article VIII from the Company Indemnifying Parties for such claim shall be reduced by the amount of such insurance payment received, net of any costs of collection, co-pays, deductibles or increases in premiums to be paid by the Buyer Indemnified Party related to the insurance carrier’s payment of such claim. If a Buyer Indemnified Party receives any insurance payment in connection with any claim for Damages for which it already received payment from a Buyer Indemnifying Party, within thirty (30) days of receiving such insurance payment, the Buyer Indemnified Party shall pay to the Escrow Agent for deposit in the Escrow Account, the amount of the insurance payments received, net of any costs of collection, co-pays, deductibles or increases in premiums to be paid by the Buyer Indemnified Party related to the insurance carrier’s payment of such claim. In the event the Indemnification Escrow Amount in the Escrow Account has been fully disbursed or has been closed, then within thirty (30) days of receiving such insurance payment, the Buyer Indemnified Party shall pay to the Representative the amount of such net insurance payments, for the Representative’s distribution of the same to the Company Stockholders in accordance with their Pro Rata Portion.
Insurance Effect. The indemnification payments of an Indemnifying ---------------- Party shall be adjusted so as to give effect to any amounts actually recovered by the Claiming Party with respect to the matter for which the Claiming Party is being indemnified or reimbursed from unaffiliated insurance carriers under insurance policies for the benefit of the Claiming Party that reduce claims that would otherwise be sustained; provided, however, that this Section 8.4(e) shall apply only if the provision does not constitute an improper waiver of the insurer's rights of subrogation against the Claiming Party, and provided further, that the no Claiming Party shall be under any affirmative obligation as a result of this Section 8.4(e) to obtain, maintain in force or take any action with respect to any such insurance policies.
Insurance Effect. Seller and Buyer each agree that an Indemnified Party shall first seek to recover any Losses covered by any insurance policy pursuant to the terms of such policy before seeking indemnification against an Indemnifying Party under Article IX or Article X. Subject to Section 6.13, the Liability of the Indemnifying Party with respect to any Loss shall be reduced by any insurance proceeds received by the Indemnified Party as a result of any such Losses.
Insurance Effect. The obligation of any Indemnifying Party to indemnify the Indemnified Party against Losses arising under this Article VIII shall be reduced by the amount of any indemnification actually recovered by the Indemnified Party from a third party or any insurance proceeds actually received from third party insurers by the Indemnified Party with respect to such Losses (in each case net of any costs incurred to recover such amounts).
