Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 8 will be net of any amounts of any insurance proceeds, indemnification payments, contribution payments or reimbursements receivable by, or payable in kind to, the Indemnified Party with respect to such Losses or any of the circumstances giving rise thereto. In connection therewith, if, at any time following payment in full by the Indemnifying Party of any amounts of Losses due under this Agreement, the Indemnified Party receives any insurance proceeds, indemnification payments, contribution payments or reimbursements relating to the circumstances giving rise to such Losses, the Indemnified Party will promptly remit to the Indemnifying Party such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. The Purchaser will use (and will cause its Affiliates to use) commercially reasonable efforts to collect the proceeds of any available insurance which would have the effect of reducing any Losses (in which case the net proceeds thereof will reduce the Losses).
Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 10 will be net of (a) any amounts of any insurance proceeds (including under the Policy), indemnification payments (other than from the Indemnifying Party) and other Third Party recoveries actually receivable by the Indemnified Party with respect to such Losses or any of the circumstances giving rise thereto. In connection therewith, if, at any time following payment in full by the Indemnifying Party of any amounts of Losses due under this Agreement, the Indemnified Party receives any insurance proceeds, indemnification payments or other Third Party recoveries relating to the circumstances giving rise to such Losses, the Indemnified Party will promptly remit to the Indemnifying Party the value of such proceeds, payments or recoveries in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party. Purchaser will use (and will cause its Affiliates to use) commercially reasonable efforts to collect the proceeds of any available insurance (including the Policy), indemnification agreements, contracts and similar rights and to seek recovery under all applicable insurance policies, indemnification agreements, contracts and similar rights for all Losses (including a Loss directly or indirectly arising out of, relating to or resulting from a Seller Tax) to the extent such Losses are covered by any insurance policy, indemnification agreement, contract or similar right of Purchaser, which would have the effect of reducing any Losses (in which case the net proceeds thereof will reduce the Losses). For the avoidance of doubt, any Losses arising out of a breach of Seller’s representations and warranties will be asserted first against the Policy to the extent covered by the Policy prior to asserting any Claim for a Loss against Seller arising out of or related to a Retained Liability. In the event that an insurance or other recovery is made by any Purchaser Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made promptly to Seller.
Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this ARTICLE 8 will be net of any amounts of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by the Buyer Indemnified Party with respect to such Losses or any of the circumstances giving rise thereto; provided, however that the amount of any and all Losses for which indemnification is provided pursuant to this ARTICLE 8 will only be net of insurance provided under the R&W Policy to the extent that it is in excess of the Escrow Amount. In connection therewith, if, within twenty-four (24) months following payment in full by the Seller and the Beneficial Owners of any amounts of Losses due under this Agreement, the Buyer Indemnified Party receives any insurance proceeds, indemnification payments, contribution payments or reimbursements relating to the circumstances giving rise to such Losses (provided, however that with respect to insurance proceeds under the R&W Policy, only in excess of the Escrow Amount), the Buyer Indemnified Party will promptly remit to the Seller such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Seller and the Beneficial Owners. The Buyer and the Parent will use (and will cause their Affiliates to use) commercially reasonable efforts to collect the proceeds of any available insurance which would have the effect of reducing any Losses (in which case the net proceeds thereof will reduce the Losses; provided, however that notwithstanding the foregoing and notwithstanding the obligations set forth in Section 8.11, proceeds received pursuant to the R&W Policy shall only reduce Losses to the extent that such proceeds are in excess of the Escrow Amount).
