Insurance; Other Indemnification. (a) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person serves at the request of the Company, Indemnitee shall be an insured under such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.
Insurance; Other Indemnification. The amount of any Damages subject to indemnification hereunder shall be calculated net of any amounts actually recovered by Purchaser or the Company under insurance policies (net of any deductibles or expenses incurred in connection with such recovery or increased premiums as a result of such recovery or the loss or event giving rise thereto) or other collateral sources (such as contractual indemnities or contributions of any Person which are contained outside this Agreement), and the parties agree to use reasonable efforts to obtain such recoveries.
Insurance; Other Indemnification. The amount of any Adverse Consequences subject to indemnification hereunder shall be calculated net of any amounts recovered by an Indemnified Party or any of its Affiliates under insurance policies or other collateral sources (such as contractual indemnities or contributions of any Person which are contained outside this Agreement), and the Parties agree to use commercially reasonable efforts to obtain such recoveries; provided, however, that no Party shall be obligated to initiate litigation or arbitration in order to fulfill its obligation to use commercially reasonable efforts.
Insurance; Other Indemnification. The amount of any Losses suffered by an Indemnitee shall be reduced by any insurance or other benefits which such party or its Representative actually receive in respect of or as a result of such Losses or the facts or circumstances relating thereto. Each Indemnitee shall use reasonable efforts to seek full recovery under all insurance policies and other sources covering any Loss to the same extent as such party would if such Loss was not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Person or Persons that provided such indemnity payments to such Indemnitee.
Insurance; Other Indemnification. The amount of any Damages subject to indemnification hereunder shall be calculated net of any amounts recovered by any Indemnified Person under insurance policies (after taking into account any associated increases in premiums) or other collateral sources (such as contractual indemnities or contributions of any Person which are contained outside this Agreement), and the parties hereto agree to use commercially reasonable efforts to obtain such recoveries. If an indemnification payment is received by any Indemnified Person and such Indemnified Person later receives insurance proceeds, other recoveries from collateral sources in respect of the related Damages that were not previously credited against such indemnification payment when made, such Indemnified Person shall promptly pay to the Indemnifying Parties who made such indemnification payments (in proportion to the indemnification payments made by such Indemnifying Parties) an amount equal to the lesser of (A) such collateral source recoveries received with respect to such Damages, and (B) the indemnification payment previously paid by such Indemnifying Parties with respect to such Damages. For greater clarity, no Indemnified Person shall be entitled to be compensated more than once for the same Damages. No Indemnified Person shall be entitled to indemnification for any Damages to the extent taken into account in such Person’s favor in the calculation of Closing Net Working Capital in accordance with this Agreement.
