Common use of Insurance Effect Clause in Contracts

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. To the extent that any Losses that are subject to indemnification pursuant to this Article ARTICLE VII are recoverable pursuant covered by insurance paid for by the Company prior to indemnification rights or other reimbursement arrangements or pursuant to insurancethe Closing, Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided provided, that Parent shall nevertheless be entitled to bring a claim for indemnification under this Article ARTICLE VII in respect of such LossesLosses and the time limitations set forth in Section 7.5 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 recovery by Parent for such Loss any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing by Parentthe NewCo Shareholders. If Parent has received the payment required by this Agreement from the Indemnity NewCo Shareholders (including by delivery of Escrow Fund Shares) in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust pay to the Representative (for the benefit of the Representative and shall pay to the RepresentativeNewCo Shareholders), as promptly as practicable after receipt, a sum equal to the amount of such proceeds from insurance or other amount received, up to the aggregate amount of any payments received from the Indemnity Escrow Account NewCo Shareholders pursuant to this Agreement in respect of such Loss. Parent may pay such sum in Parent Ordinary Shares to the extent Parent Ordinary Shares were used in making the corresponding indemnification payment from the NewCo Shareholders, and may deposit such Parent Ordinary Shares in escrow to the extent (x) Escrow Shares were used in making the corresponding indemnification payment from the NewCo Shareholders, and (y) such Escrow Shares would have remained in escrow at such time. 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 8 are recoverable pursuant covered by Insurance paid for by the Company prior to indemnification rights or other reimbursement arrangements or pursuant to insurancethe Closing, Parent Buyer shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insuranceInsurance; provided that Parent Buyer shall nevertheless be entitled to bring a claim for indemnification against Shareholders under this Article VII 8 in respect of such LossesLosses and the time limitations set forth in Section 8.6 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 Claim by Parent an Indemnified Party 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing by Parentan Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for ninety (90%) percent of the proceeds from Insurance or against such third party. The amount of any Indemnifiable Loss shall be reduced (retroactively or prospectively) by an amount equal to ninety (90%) of any proceeds from Insurance or other amounts actually recovered from third parties by or on behalf of the Indemnified Party in respect of the related Loss. If Parent the Indemnified Party, pursuant to this Article 8 for any Losses, (i) obtains any Insurance recovery from third-party Insurance provided for such Losses or (ii) obtains any recovery from any other third party for such Losses, then such Indemnified Party shall promptly pay over to the Indemnifying Party 90% of the amount of the net cash proceeds received by such Indemnified Party for such Losses, up to the amount of the indemnity payments made by the Indemnifying Party for such Losses. If an Indemnified Party has received the payment required by this Agreement from the Indemnity Escrow Fund an Indemnifying Party in respect of any Loss and later receives proceeds from indemnification rights Insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it such Indemnified Party shall hold such proceeds or other amounts in trust for the benefit of the Representative Indemnifying Party (or Indemnifying Parties) and shall pay to the RepresentativeIndemnifying Party, as promptly as practicable after receipt, a sum equal to ninety (90%) of the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnity Escrow Account Indemnifying Party pursuant to this Agreement in respect of such LossLoss (or, if there is more than one Indemnifying Party, the Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance proceeds). Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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 ARTICLE IX are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements or pursuant to insurancean insurance policy, Parent the Indemnified Person shall use its commercially reasonable best efforts to obtain the maximum recovery under such indemnification rightsinsurance, reimbursement arrangements contract or insurancesimilar arrangement; provided that Parent the Indemnified Person shall nevertheless be entitled to bring a claim for indemnification under this Article VII ARTICLE IX in respect of such Losses in accordance with this Agreement. If an Indemnified Person receives such insurance proceeds or indemnity or similar reimbursement arrangement prior to being indemnified with respect to such Losses under this ARTICLE IX, the payment under this ARTICLE IX with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity or similar reimbursement arrangement to the extent related to such Losses. The existence of a claim by Parent an Indemnified Person 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable by Parentdue and owing. If Parent an Indemnified Person 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 insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Seller or Buyer, as applicable, and shall pay to the RepresentativeSeller or Buyer, as applicable, as promptly as practicable after receipt (and in no event later than three (3) Business Days 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 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 covered by insurance, Parent GXXX shall use commercially reasonable best efforts efforts, at the expense of GBE, to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent the GXXX Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such LossesLosses 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 GXXX 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 any payment pursuant to the indemnification provisions contained herein and otherwise that are determined to be recoverable by Parentdue and owing to GXXX Indemnitees from GBE, it being understood and agreed that GBE shall be required to make indemnification payments to GXXX Indemnitees notwithstanding any pending (or potential) insurance claim. If Parent GXXX has received the an indemnification payment required by this Agreement from the Indemnity Escrow Fund GBE in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative GBE and shall pay to the RepresentativeGBE, 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 GBE pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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 ARTICLE VIII are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements or pursuant to insurancean insurance policy, Parent, the Surviving Company and the Parent Indemnitee or Company Indemnitee, as applicable, shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent or the Company Representative shall nevertheless be entitled to bring a claim for indemnification under this Article VII ARTICLE VIII in respect of such LossesLosses and the time limitations set forth in Section 8.7 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 a Parent Indemnitee or Company Indemnitee 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable by Parentdue and owing. If a Parent Indemnitee or Company Indemnitee has received the payment indemnification required by this Agreement from the Indemnity Escrow Fund ARTICLE VIII in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Company Stockholders or Parent, as applicable, and shall pay to the RepresentativeCompany Stockholders or Parent, 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 indemnification received from the Indemnity Escrow Account pursuant to this Agreement ARTICLE VIII 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 Damages that are subject to indemnification pursuant to this Article VII 8 are recoverable pursuant covered by insurance paid for by the Company prior to indemnification rights or other reimbursement arrangements or pursuant to insurancethe Closing, Parent Buyer shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent Buyer shall nevertheless be entitled to bring a claim for indemnification under this Article VII 8 in respect of such LossesDamages including any additional costs incurred by Buyer relating to purchasing insurance coverage, including but not limited to increased premium costs, incurred by Buyer as the result of any insurance payments made for any Damages and the time limitations set forth in Section 8.8 for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. Subject to this Section 8.9, payments by an Indemnifying Party pursuant to this Article 8 in respect of any Damages 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 indemnification claim. The existence of a claim by Parent Buyer for monies from an insurer or against a third party in respect of any Loss Damages shall not, however, delay recovery by Parent for such Loss any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing 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 Sellers’ 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. To the extent that any Losses that are subject to indemnification pursuant to this Article VII X are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements or pursuant to insurancean insurance policy, Parent EdtechX Committee or Company Representative, as applicable, shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent EdtechX Committee or Company Representative shall nevertheless be entitled to bring a claim for indemnification under this Article VII X in respect of such LossesLosses and the time limitations set forth in Section 10.6 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 an EdtechX Indemnitee or Company Indemnitee 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable by Parentdue and owing. If Parent an EdtechX Indemnitee or Company Indemnitee has received the payment indemnification required by this Agreement from the Indemnity Escrow Fund Article X in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Company Shareholders or Holdco, as applicable, and shall pay to the RepresentativeCompany Shareholders or Holdco, 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 indemnification received from the Indemnity Escrow Account pursuant to this Agreement Article X 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 covered by 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 LossesLosses 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 recovery by Parent for such Loss any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable by Parentdue and owing. If Parent has received the payment required by this Agreement from the Indemnity Escrow Fund Stockholders' Representatives or Former Stockholders in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Former Stockholders and shall pay to the RepresentativeStockholders' Representatives, 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 Fund, if applicable, pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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 covered by insurance paid for by the Indemnitor prior to indemnification rights or after the Closing or any indemnity, contribution or other reimbursement arrangements or pursuant to insurancesimilar right against a third party, Parent Indemnitee shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rightsinsurance or indemnity, reimbursement arrangements contribution or insurancesimilar right; provided that Parent Indemnitee shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such LossesLosses 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 or indemnity, contribution or similar claim. The amount of Losses otherwise recoverable under this Article VII 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 cash payment actually received by the Indemnitees from any third party with respect thereto. The existence of a claim by Parent Indemnitee 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing by Parentthe Indemnitor. If Parent Indemnitee has received the payment required by this Agreement from the Indemnity Escrow Fund Indemnitor in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Indemnitor and shall pay to the RepresentativeLIBB Representative or the Committee, as applicable on behalf of the Indemnitor, 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 Indemnitor pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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 covered by insurance paid for by the Company (or, as applicable, the Surviving Corporation) prior to indemnification rights or other reimbursement arrangements or pursuant to insuranceafter the Closing, Parent the Surviving Corporation shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided that Parent the Indemnified Party shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such LossesLosses 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 the Surviving Corporation 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing by Parentthe Indemnifying Parties. If Parent has the Indemnified Parties have received the payment required by this Agreement from the Indemnity Escrow Fund Indemnifying Parties in respect of any Loss and later receives proceeds from indemnification rights insurance or other reimbursement arrangements or pursuant to insurance amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representative Indemnifying Parties and shall pay to the RepresentativeIndemnifying Parties, 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 Indemnifying Parties pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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 covered by insurance paid for by Company or Parent prior to indemnification rights or other reimbursement arrangements or pursuant to insuranceafter the Closing, Parent the Company Representative shall use commercially reasonable best efforts to obtain the maximum recovery under such indemnification rights, reimbursement arrangements or insurance; provided provided, that Parent the Company Representative shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such LossesLosses and the time limitations set forth in Section 7.5 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 the Company Representative and/or Company Indemnitee 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be recoverable due and owing by Parent. If Parent the Company Representative or Company Indemnitees has or have received the payment required by this Agreement from the Indemnity Escrow Fund Parent in respect of any Loss and later receives they receive proceeds from indemnification rights or other reimbursement arrangements or pursuant to insurance in respect of such Loss, then it the Company Representative or the Company Indemnitees, as the case may be, shall hold such proceeds or other amounts in trust for the benefit of the Representative Parent and shall pay to the RepresentativeParent, 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 Parent pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties 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.