Common use of Insurance Offset Clause in Contracts

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 computation If any Losses sustained by an Indemnified Party are covered by the R&W Insurance Policy or otherwise under an insurance policy or an indemnification, contribution or reimbursement 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 indemnity, contribution or reimbursement payments. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or reimbursement payments prior to being indemnified, held harmless and reimbursed under Section 9.2 with respect to such Losses, the payment by an Indemnifying Party under this Section 9 with respect to such Losses shall be reduced by the net amount of indemnification claims under this Article IX such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less any costs of collection (including reasonable attorney’s fees and other expenses incurred in connection with such recovery) and, in the case of insurance proceeds, any increase in insurance premiums resulting from the payment of such insurance proceeds. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or reimbursement payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall be adjusted to give credit pay to the Indemnifying Party for any amounts actually and irrevocably recovered by the Indemnitee with respect net amount of such insurance proceeds or indemnity, contribution or similar payment to the matter for which the Indemnitee is being indemnified under insurance policies for the benefit extent related to such Losses, less any costs of the Indemnitee that reduce a claim that would otherwise be sustained, collection (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 including reasonable attorneys' attorney’s fees and other expenses and other out-of-pocket costs of the Indemnitee incurred in connection with such recovery) and, in the Indemnitee's collection case of insurance proceeds, any increase in insurance premiums resulting from the payment of such coverage which are not otherwise actually recovered insurance proceeds. If any Indemnified Party receives payment under this Section 9 on account of a claim that an Indemnifying Party believes in good faith is covered by the Indemnitee; an insurance policy or an indemnification, contribution or similar obligation of another Person (iiiother than an Affiliate of such Indemnified Party), that Indemnified Party (i) net may, in its sole and absolute discretion, on written request of the cost Indemnifying Party assign, to the Indemnitee of any deductibleextent assignable, retention its rights under such insurance policy or co-payment amount indemnification, contribution or reimbursement obligation with respect to such coverage; (iv) net of the cost claim to the Indemnitee Indemnifying Party and, if it elects to assign such rights, (ii) shall be relieved of any amounts in excess further obligation to pursue collection of applicable policy coverages; such insurance or indemnification, contribution or similar obligation (v) net of the cost of any loss of insurance coverage for subsequent claims under such policies resulting directly from such claims; and (vi) lessexcept that, dollar for dollar, the amount if requested to do so 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 foregoingIndemnified Party shall use commercially reasonable efforts to cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, Purchaser shall not have to collect any obligation such insurance or liability to pay for the maintenance of coverage for Purchaser indemnification, contribution 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 subrogationreimbursement obligation).

Insurance Offset. The computation of the amount of any Covered Loss for which indemnification claims is provided under this Article IX VII shall be adjusted determined net of any amounts actually recovered by an Indemnified Party or any of such Indemnified Party’s Affiliates under or pursuant to give credit any insurance policy, title insurance policy, indemnity, reimbursement arrangement or similar Contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party or has rights (it being agreed that if any insurance, indemnification, reimbursement or similar proceeds are recovered by the Indemnified Party for any Covered Loss after the Indemnifying Party has made an indemnification payment in connection with such Covered Loss, an amount equal to the lesser of such indemnification payment made by the Indemnifying Party and such proceeds received by the Indemnified Party shall as promptly as practicable be remitted to the Indemnifying Party) and the Indemnified Party for any amounts actually shall use, and irrevocably recovered by the Indemnitee with respect cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance, indemnity, reimbursement arrangement or similar Contract covering such Covered Loss to the matter same extent as it would if such Covered Losses were not subject to indemnification hereunder; provided that any increases in insurance premium or other costs to the Indemnified Party and its Affiliates in connection with seeking recovery under such insurance, indemnity, reimbursement arrangement or similar Contract shall be taken into account in calculating the Losses for which the Indemnitee Indemnified Party is being indemnified entitled to indemnification 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 subrogationArticle VII.

Insurance Offset. The computation If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the amount of indemnification claims Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified, held harmless and reimbursed under Section 7.2(a) or Section 7.2(b), as applicable, with respect to such Losses, the payment by an Indemnifying Party under this Article IX VII with respect to such Losses shall be adjusted reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to give credit 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, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party for any amounts actually and irrevocably recovered by the Indemnitee with respect net amount of such insurance proceeds or indemnity, contribution or similar payment 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 sustainedextent related to such Losses, (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 less reasonable attorneys' attorney’s fees and other expenses and other out-of-pocket costs of the Indemnitee incurred in connection with the Indemnitee's collection such recovery. If any Indemnified Party receives payment under this Article VII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such coverage which are not otherwise actually recovered by the Indemnitee; Indemnified Party), that Indemnified Party shall (iiii) net on written request of the cost Indemnifying Party assign, to the Indemnitee of any deductibleextent assignable, retention its rights under such insurance policy or co-payment amount indemnification, contribution or similar obligation with respect to such coverage; (iv) net of the cost claim to the Indemnitee Indemnifying Party and (ii) be relieved of any amounts in excess further obligation to pursue collection of applicable policy coverages; such insurance or indemnification, contribution or similar obligation (v) net of the cost of any loss of insurance coverage for subsequent claims under such policies resulting directly from such claims; and (vi) lessexcept that, dollar for dollar, the amount if requested to do so 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 foregoingIndemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, Purchaser shall not have to collect any obligation such insurance or liability to pay for the maintenance of coverage for Purchaser indemnification, contribution 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 subrogationsimilar obligation).

Insurance Offset. The computation If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the amount of indemnification claims Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If the Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments 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 IX XII with respect to such Losses shall be adjusted reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to give credit 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, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party for any amounts actually and irrevocably recovered by the Indemnitee with respect net amount of such insurance proceeds or indemnity, contribution or similar payment 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 sustainedextent related to such Losses, (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 less reasonable attorneys' attorney’s fees and other expenses and other out-of-pocket costs of the Indemnitee incurred in connection with the Indemnitee's collection such recovery. If any Indemnified Party receives payment under this Article XII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such coverage which are not otherwise actually recovered by the Indemnitee; Indemnified Party), that Indemnified Party shall (iiii) net on written request of the cost Indemnifying Party assign, to the Indemnitee of any deductibleextent assignable, retention its rights under such insurance policy or co-payment amount indemnification, contribution or similar obligation with respect to such coverage; (iv) net of the cost claim to the Indemnitee Indemnifying Party and (ii) be relieved of any amounts in excess further obligation to pursue collection of applicable policy coverages; such insurance or indemnification, contribution or similar obligation (v) net of the cost of any loss of insurance coverage for subsequent claims under such policies resulting directly from such claims; and (vi) lessexcept that, dollar for dollar, the amount if requested to do so 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 foregoingIndemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, Purchaser shall not have to collect any obligation such insurance or liability to pay for the maintenance of coverage for Purchaser indemnification, contribution 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 subrogationsimilar obligation).