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 covered by insurance paid for by the Indemnitor prior to or after the Closing or any indemnity, contribution or other similar right against a third party, Indemnitee shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar right; provided that Indemnitee 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 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 Indemnitee 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 Indemnitor. If Indemnitee has received the payment required by this Agreement from the Indemnitor 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 Indemnitor and shall pay to the LIBB 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 Indemnitor 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 VIII are covered by insurance paid for by the Indemnitor prior to or after Surviving Corporation, the Closing or any indemnity, contribution or other similar right against a third party, Indemnitee Surviving Corporation shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee the Indemnified Parties shall nevertheless be entitled to bring a claim for indemnification under this Article VII VIII in respect of such Losses and the time limitations set forth in Section 7.4 8.04 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 Indemnitee 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 by the IndemnitorIndemnifying Parties. If Indemnitee the Surviving Corporation has received the payment required by this Agreement from the Indemnitor Indemnifying Parties 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 Indemnitor Indemnifying Parties and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorIndemnifying 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 Indemnitor 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 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 covered by insurance paid for by the Indemnitor Company (or, as applicable, the Surviving Corporation) prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee the Surviving Corporation shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee the Indemnified Party 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 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 Indemnitee the Surviving Corporation 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 IndemnitorIndemnifying Parties. If Indemnitee has the Indemnified Parties have received the payment required by this Agreement from the Indemnitor Indemnifying Parties 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 Indemnitor Indemnifying Parties and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorIndemnifying 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 Indemnitor 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 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 covered by insurance paid for by the Indemnitor prior recoverable pursuant to or after the Closing or any indemnity, contribution indemnification rights or other similar right against a third partyreimbursement arrangements or pursuant to insurance, Indemnitee Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance indemnification rights, reimbursement arrangements or indemnity, contribution or similar rightinsurance; provided that Indemnitee 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 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 theretoLosses. The existence of a claim by Indemnitee Parent for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment recovery by Parent for such Loss pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing recoverable by the IndemnitorParent. If Indemnitee Parent has received the payment required by this Agreement from the Indemnitor Indemnity Escrow Fund in respect of any Loss and later receives proceeds from insurance indemnification rights or other amounts 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 Indemnitor Representative and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorRepresentative, 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 Indemnitor 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 ARTICLE VIII are covered by insurance paid for by the Indemnitor prior recoverable pursuant to or after the Closing or any indemnity, contribution contractual indemnification rights or other similar right against a third partyreimbursement arrangements pursuant to an 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 insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee 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 Losses and the time limitations set forth in Section 7.4 8.7 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 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnitorowing. If a Parent Indemnitee or Company Indemnitee has received the payment indemnification required by this Agreement from the Indemnitor ARTICLE VIII 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 Indemnitor Company Stockholders or Parent, as applicable, and shall pay to the LIBB Representative Company Stockholders or the Committee, as applicable on behalf of the IndemnitorParent, 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 Indemnitor 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 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 covered by insurance paid for by the Indemnitor prior to or after the Closing or any indemnityinsurance, contribution or other similar right against a third party, Indemnitee GXXX shall use commercially reasonable best efforts efforts, at the expense of GBE, to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee the GXXX Indemnitees 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 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 Indemnitee GXXX 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 that are determined to be due and owing by the Indemnitorto 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 Indemnitee GXXX has received the an indemnification payment required by this Agreement from the Indemnitor GBE 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 Indemnitor GBE and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorGBE, 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 Indemnitor GBE 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 Damages that are subject to indemnification pursuant to this Article VII 8 are covered by insurance paid for by the Indemnitor Company prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee Buyer shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee Buyer shall nevertheless be entitled to bring a claim for indemnification under this Article VII 8 in respect of such Losses Damages 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 7.4 hereof 8.8 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 Subject to this Section 8.9, payments by an Indemnifying Party pursuant to this Article VII 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 contribution, or other similar cash payment actually received by the Indemnitees from Indemnified Party in respect of any third party with respect theretosuch indemnification claim. The existence of a claim by Indemnitee Buyer for monies from an insurer or against a third party in respect of any Loss Damages shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnitor. If Indemnitee has received the payment required by this Agreement from the Indemnitor 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 Indemnitor and shall pay to the LIBB 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 Indemnitor pursuant to this Agreement in respect of such LossSellers’ Representative. 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 covered by insurance paid for by the Indemnitor prior to or after the Closing or any indemnityinsurance, contribution or other similar right against a third party, Indemnitee Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee 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 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 Indemnitee 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 Indemnitorowing. If Indemnitee Parent has received the payment required by this Agreement from the Indemnitor Stockholders' Representatives or Former Stockholders 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 Indemnitor Former Stockholders and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorStockholders' 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 Indemnitor Escrow 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 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 covered by insurance paid for by the Indemnitor Surviving Pubco or the Company prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee the Surviving Pubco and the Company shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee 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 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 Indemnitee 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 by from the IndemnitorEscrow Shares. If Indemnitee the Surviving Pubco has received the payment required by this Agreement from the Indemnitor 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 Indemnitor Stockholders and shall pay return to escrow the Escrow Shares released to the LIBB Representative Indemnified Parties or in the Committee, as applicable on behalf event of the Indemnitora subsequent sale thereof, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to realized by the aggregate amount of any payments received from the Indemnitor pursuant to this Agreement in respect of Indemnified Parties upon such Losssale. 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 covered by insurance paid for by the Indemnitor Company or Parent prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee the Company Representative shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnityinsurance; provided, contribution or similar right; provided that Indemnitee the Company Representative 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 7.5 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 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 any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the IndemnitorParent. If Indemnitee the Company Representative or Company Indemnitees has or have received the payment required by this Agreement from the Indemnitor Parent in respect of any Loss and later receives they receive proceeds from insurance or other amounts 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 Indemnitor Parent and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorParent, 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 Indemnitor Parent 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 ‎Article VI are covered by insurance paid for by the Indemnitor Company or Parent prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnityinsurance; provided, contribution or similar right; provided that Indemnitee Parent shall nevertheless be entitled to bring a claim for indemnification under this Article VII ‎Article VI in respect of such Losses and the time limitations set forth in Section 7.4 hereof ‎6.5 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 Indemnitee 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 Indemnitorhereunder. If Indemnitee Parent has received the payment required by this Agreement from the Indemnitor 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 Indemnitor Company Indemnitees and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorCompany Indemnitees, 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 Indemnitor Company Indemnitees 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 (ia) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iib) 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 covered by insurance paid for by insurance, the Indemnitor prior to or after the Closing or any indemnity, contribution or other similar right against a third party, Indemnitee Indemnified Party shall use commercially reasonable best efforts to obtain a defense pursuant to the insurance and the maximum recovery under such insurance or indemnity, contribution or similar rightinsurance; provided that Indemnitee that, in the event such insurance is unavailable to pay a Loss, Buyer 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 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 Indemnitee the Indemnified Party 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 Indemnitorowing. If Indemnitee Indemnified Party has received the payment required by this Agreement from the Indemnitor Indemnifying Party 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 Indemnitor Indemnifying Party and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorIndemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to (in the case only of the Stockholders as Indemnifying Party) the aggregate amount of any payments received from the Indemnitor 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 VI are covered by insurance paid for by the Indemnitor Company or Parent prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnityinsurance; provided, contribution or similar right; provided that Indemnitee Parent shall nevertheless be entitled to bring a claim for indemnification under this Article VII VI in respect of such Losses and the time limitations set forth in Section 7.4 hereof 6.6 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 Indemnitee 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 Indemnitorhereunder. If Indemnitee Parent has received the payment required by this Agreement from the Indemnitor 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 Indemnitor RSU Indemnitors and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorRSU Indemnitors, 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 Indemnitor RSU Indemnitors 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 (ia) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iib) 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 covered by insurance paid for by the Indemnitor prior recoverable pursuant to or after the Closing or any indemnity, contribution contractual indemnification rights or other similar right against a third partyreimbursement arrangements pursuant to an insurance policy, Indemnitee the Indemnified Person shall use its commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnityinsurance, contribution contract or similar rightarrangement; provided that Indemnitee the Indemnified Person shall nevertheless be entitled to bring a claim for indemnification under this Article VII ARTICLE IX in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification 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 Agreement ARTICLE IX, the payment under this ARTICLE IX with respect to such Losses shall be tolled during reduced by the pendency net amount of such insurance proceeds or indemnity, contribution indemnity or similar claim. The amount of Losses otherwise recoverable under this Article VII shall be limited reimbursement arrangement 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 theretoextent related to such Losses. The existence of a claim by Indemnitee an Indemnified Person 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 Indemnitorowing. If Indemnitee an Indemnified Person has received the payment required by this Agreement from the Indemnitor 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 Indemnitor Seller or Buyer, as applicable, and shall pay to the LIBB Representative Seller or the CommitteeBuyer, as applicable on behalf of the Indemnitorapplicable, 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 Indemnitor 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 covered by insurance paid for by the Indemnitor Company prior to or after the Closing or any indemnityClosing, contribution or other similar right against a third party, Indemnitee Parent shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance or indemnityinsurance; provided, contribution or similar right; provided that Indemnitee Parent shall nevertheless be entitled to bring a claim for indemnification under this Article ARTICLE VII in respect of such Losses and the time limitations set forth in Section 7.4 7.5 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 Indemnitee 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 IndemnitorNewCo Shareholders. If Indemnitee Parent has received the payment required by this Agreement from the Indemnitor NewCo Shareholders (including by delivery of 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 pay to the Representative (for the benefit of the Indemnitor and shall pay to the LIBB Representative or the Committee, as applicable on behalf of the IndemnitorNewCo 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 Indemnitor 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 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.