Insurance Offset. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification or contribution obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnification or contribution payment. If the Indemnified Party receives such insurance proceeds or indemnity or contribution payments prior to being indemnified under this Article IX, the payment by an Indemnitor under this Article IX with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity or contribution payments paid to the Indemnified Party to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity or contribution payments within 12 months after being indemnified by an Indemnitor with respect to such Losses, the Indemnified Party shall pay to the Indemnitor the net amount of such insurance proceeds or indemnity or contribution payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery.
Insurance Offset. If the amount of any indemnifiable Losses, at any time following the payment of an indemnification obligation, is offset or reduced by the payment of any insurance proceeds, the amount of such insurance proceeds, less any costs, expenses, premiums or Taxes incurred in connection therewith (including but not limited to any future increase in insurance premiums, retroactive premiums, costs associated with any loss of insurance and replacement thereof or self-insured component of such insurance coverage) shall be promptly repaid to the Indemnifying Party.
Insurance Offset. The computation of the amount of indemnification claims under this Article IX shall be adjusted to give credit to the Indemnifying Party for any amounts actually and irrevocably recovered by the Indemnitee with respect to the matter for which the Indemnitee is being indemnified under insurance policies for the benefit of the Indemnitee that reduce a claim that would otherwise be sustained, (i) net of any increase that will occur, or that is reasonably likely to occur, in insurance premiums payable by the Indemnitee, whether by retrospective or retroactive premium adjustments or any other premium increase under the policy or policies under which the claim is made, or any other policy where the increase results directly from filing the claim; (ii) net of reasonable attorneys' fees and expenses and other out-of-pocket costs of the Indemnitee incurred in connection with the Indemnitee's collection of such coverage which are not otherwise actually recovered by the Indemnitee; (iii) net of the cost to the Indemnitee of any deductible, retention or co-payment amount with respect to such coverage; (iv) net of the cost to the Indemnitee of any amounts in excess of applicable policy coverages; (v) net of the cost of any loss of insurance coverage for subsequent claims under such policies resulting directly from such claims; and (vi) less, dollar for dollar, the amount by which the claim when filed or at any time during the applicable policy period, either singly or in the aggregate with all other claims made under the applicable policy or policies, exceeds a policy coverage limit; provided, however, that this Section 9.7.1 shall apply only if this provision does not constitute an improper waiver of the insurer's rights of subrogation against the Indemnifying Party. Notwithstanding the foregoing, Purchaser shall not have any obligation or liability to pay for the maintenance of coverage for Purchaser or Company under any of Purchaser's or Company's policies of insurance after the Closing, or to obtain approval for any waiver of rights of subrogation.
Insurance Offset. The amount of any Loss for which indemnification is provided under Article V or this Article VIII shall be determined net of any amounts recovered, recoverable or for which there is a right of recovery by an Indemnified Party or any of such Indemnified Party’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”).
Insurance Offset. The obligation of a party to indemnify any Claim under this Article 10 shall be reduced by the full amount of any insurance collectible by the Indemnified Party with respect to such Claim or the underlying facts under any applicable policy or policies, regardless of whether the Indemnified Party chooses to submit a claim against such insurance policy.
Insurance Offset. For the avoidance of doubt, no Indemnitee under this Agreement shall be required to make a claim under any of its insurance policies with respect to Damages which the Indemnitor is required to indemnify the Indemnitee under this Agreement and may at any time withdraw any claims which it has filed with an insurer. Notwithstanding the foregoing, for purposes of calculating the amount of indemnifiable Damages hereunder, the total amount of Damages incurred by the Indemnitee shall be adjusted to account for any (a) insurance payments or proceeds actually received by the Indemnitee in connection with the occurrence of the event which resulted in the incurrence of the Damages, as well as any related increase in insurance premiums thereafter payable by the Indemnitee, and (b) any tax gain or loss that will result from the occurrence of such event or from its receipt payment of the indemnification payment hereunder.
Insurance Offset. The obligation of an Indemnifying Party to indemnify any Claim under this Article 11 shall be reduced by any amounts actually and irrevocably recovered by the Indemnified Party with respect to such Claim or the underlying facts under insurance policies, (i) net of any increase that will occur, or is reasonably likely to occur, in insurance premiums payable by the Indemnified Party, whether by retrospective premium adjustments or any other premium increase under the policy or policies under which the claim is made or any other policy, where the increase results directly from filing the insurance claim and (ii) less, dollar for dollar, the amount by which the insurance claim when filed or at any time during the applicable policy period, either singly or in the aggregate with all other claims made under the applicable policy or policies, exceeds the policy coverage limit; provided, however, that this subsection shall apply only if this provision does not constitute an improper waiver of the insurer's rights of subrogation against the Indemnifying Party. Nothing contained in this Section 11.6.(c) shall be deemed to create an obligation of any party hereto to maintain any form or level of insurance after the Closing, to name any other party as an additional insured or to obtain approval for any waiver of rights of subrogation, except as otherwise expressly provided in this Agreement.
Insurance Offset. If an Indemnified Party actually receives insurance proceeds or indemnity, contribution or similar payments from an unaffiliated insurance carrier or unaffiliated third party prior to being indemnified, held harmless and reimbursed under Section 12.2 or Section 12.3, as applicable, with respect to such Losses, the payment by an Indemnifying Party under this Article 12 with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less (a) reasonable attorney’s fees and other expenses incurred in connection with such recovery (including the payment of a deductible with respect to the same) and (b) the amount of any actual premium increase related to such insurance claim. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments from an unaffiliated insurance carrier or unaffiliated third party after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery (including the payment of a deductible with respect to the same).
Insurance Offset. To the extent that a party has insurance to cover a claim subject to indemnification hereunder, this agreement is not intended to waive any rights to coverage and the indemnifying party shall have the right to pursue collection of insurance proceeds.
Insurance Offset. The amount of any Losses suffered by a Party will be reduced by the net effect of any insurance coverage that may be realized by that Party in respect of the Losses. This reduction, if any, will be applied as follows:
(a) all Losses shall be paid or reimbursed promptly upon determination; and
(b) the Party incurring the Losses shall reimburse the other Party for the coverage effect of insurance, if any, upon the date of recovery of any insurance proceeds.
