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 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 VII are covered by insurance paid for by the Surviving Pubco or the Company prior to or after the Closinginsurance, the Surviving Pubco and the Company Indemnified Party shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Parties 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 this Article 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 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 from by the Escrow SharesIndemnifying Party. If the Surviving Pubco Indemnified Party has received the payment required by this Agreement from the Escrow Shares 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 Stockholders Indemnifying Party and shall return to escrow the Escrow Shares released pay to the Indemnified Parties or in the event of a subsequent sale thereofIndemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount realized by received, up to the Indemnified Parties upon aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such saleLoss. 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 Surviving Pubco or the Company an Indemnified Party prior to or after the Closing, the Surviving Pubco and the Company Indemnified Party shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Parties 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 claim. The existence of a claim by the Indemnified Parties 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 from by the Escrow SharesIndemnifying Party. If the Surviving Pubco Indemnified Party has received the payment required by this Agreement from the Escrow Shares 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 Stockholders Indemnifying Party and shall return to escrow the Escrow Shares released pay to the Indemnified Parties or in the event of a subsequent sale thereofIndemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount realized by received, up to the Indemnified Parties upon aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such saleLoss. 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 Surviving Pubco or the Company prior to or after the Closinginsurance, the Surviving Pubco and the Company Indemnified Party shall use commercially reasonable efforts to obtain a defense pursuant to the insurance and the maximum recovery under such insurance; provided that that, in the Indemnified Parties 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 claim. The existence of a claim by the Indemnified Parties 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 from the Escrow Sharesowing. If the Surviving Pubco Indemnified Party has received the payment required by this Agreement from the Escrow Shares 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 Stockholders Indemnifying Party and shall return to escrow the Escrow Shares released pay to the Indemnified Parties or in the event of a subsequent sale thereofIndemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount realized by received, up to (in the Indemnified Parties upon case only of the Stockholders as Indemnifying Party) the aggregate amount of any payments received from the Escrow Account pursuant to this Agreement in respect of such saleLoss. 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 Surviving Pubco or the Company prior to or after the ClosingCorporation, the Surviving Pubco and the Company Corporation 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 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 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 by the Escrow SharesIndemnifying Parties. If the Surviving Pubco Corporation has received the payment required by this Agreement from the Escrow Shares 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 Stockholders Indemnifying Parties and shall return to escrow the Escrow Shares released pay to the Indemnified Parties or in the event of a subsequent sale thereofIndemnifying Parties, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount realized by received, up to the Indemnified aggregate amount of any payments received from the Indemnifying Parties upon pursuant to this Agreement in respect of such saleLoss. 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.