Insurance Recovery. Notwithstanding anything expressed or implied to the contrary in this clause, the amount of any losses subject to indemnification shall be reduced by the amount of any insurance proceeds received by the Indemnified Party from Licensee’s insurer with respect to such Losses, and there shall be no obligation under this Agreement for Licensee to indemnify such Indemnified Party for the amount of losses so reduced by such payment by Licensee’s insurer to such Indemnified Party.
Insurance Recovery. Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Section 7, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the indemnifying Party.
Insurance Recovery. The amount of any Purchaser Losses shall be calculated net of any amounts that Quanta or any of its subsidiaries (including the Acquired Companies) receive under insurance policies with respect thereto (in each case net of any costs or expenses incurred by the Purchaser Indemnified Parties in connection with securing or obtaining such proceeds, including any deductibles, co-payments, self-insurance or retention amounts, any retroactive or retrospective premium adjustments, and the reasonable estimate, by Quanta, of the amount of any future premium adjustments or other chargebacks solely with respect to the period ending five (5) full policy years after the date of payout of insurance proceeds with respect to the event or occurrence giving rise to such Purchaser Loss), in each case only to the extent arising out of or related thereto). The Purchasers agree to use commercially reasonable efforts to seek insurance recovery with respect to any such claim for such Losses under such insurance policies; provided, however, that “commercially reasonable efforts” for purposes of this Section 8.5(d) shall not include the commencement or threat of litigation or the expenditure of third party expenses; provided, further, that such obligation (and the availability of such insurance policies or the timing of any such recovery thereunder) shall not affect the Purchaser Indemnified Parties’ ability to exercise the remedies available to them under this Article VIII. In the event that an insurance recovery is made by a Purchaser Indemnified Party with respect to any Loss for which any such Purchaser Indemnified Party has been indemnified hereunder, then a refund equal to the aggregate amount of the insurance recovery (up to the amount paid to such Purchaser Indemnified Party pursuant to the provisions of Article VIII hereof) shall be made promptly to the Indemnifying Party (in each case net of any costs or expenses incurred by such Purchaser Indemnified Party in connection with securing or obtaining such proceeds as set forth in the first sentence of this Section 8.5(d)).
Insurance Recovery. Notwithstanding the foregoing, the indemnifiable Losses shall be net of (a) the amount of any insurance proceeds actually received by the Indemnified Party (offset by any increase in premium resulting therefrom and after deducting therefrom the full amount of the out-of-pocket fees, costs and expenses incurred by it in procuring such recovery and any taxes payable or expected to be payable thereon), and each Indemnified Party agrees to file claims under each applicable insurance policy and to use commercially reasonable efforts to pursue all such insurance claims (but, shall not include an obligation to commence litigation), (b) any indemnity or contribution amounts actually recovered by such Indemnified Party from a Third Party in respect of such indemnifiable Losses (after deducting therefrom the full amount of the out-of-pocket fees, costs and expenses incurred by it in procuring such recovery and any taxes payable or expected to be payable thereon), and (c) the amount of any actual reduction in net taxes as a result of such indemnifiable Losses, solely for the taxable year of the incurrence, accrual or payment of such indemnifiable Losses (treating any such benefit as the last item of deduction for the applicable tax year).
Insurance Recovery. Any party seeking indemnification hereunder shall use reasonable and diligent efforts to pursue and collect any insurance proceeds available with respect to the indemnified matter. The amount of any recovery which a party seeking indemnification hereunder shall be entitled to receive shall be offset by the amount of insurance or other third party proceeds, if any, actually received by such party in respect of such liability.
Insurance Recovery. After the Closing Date and until the third (3rd) anniversary thereof, with respect to any casualty or other loss or liability suffered within three (3) years prior to Closing by any JV Company that is reasonably expected to be successfully recovered from any Third Party insurance company whose coverage of such loss was not reinsured by an Affiliate captive insurer or similar reinsurance arrangement of Seller or its Affiliates, upon the written request of the Buyer delivered to any Seller from time to time during such three year period after Closing, such Seller shall (and shall cause its Affiliates, as applicable, to) reasonably cooperate with Buyer, at Buyer’s sole risk, to enable such Seller (for the account of Buyer) to attempt to collect any amounts available under such Third Party insurance coverage with respect to such loss or liability; provided, that Buyer shall be responsible for and shall pay for or reimburse each Seller (or its Affiliates, as applicable) for all costs and expenses incurred by such Seller (or its Affiliates, as applicable) in connection with such Seller’s or its Affiliates’ cooperation as described in this Section 6.3(d). If, after Closing, any Seller or any of its Affiliates, as applicable, receives any amounts with respect to the Offered Interests under applicable insurance policies related to the period prior to Closing, such Seller shall promptly pay such received amounts to Buyer, net of any costs and expenses incurred by such Seller (or its Affiliates, as applicable) in collecting such amounts. For the avoidance of doubt, the Sellers’ obligations under this Section 6.3(d) shall be in addition to the indemnification obligations of the Sellers under this Purchase Agreement; provided, that this last sentence of Section 6.3(d) shall not be deemed to alter any applicable reduction in indemnification obligations described in Section 11.2(e).
Insurance Recovery. The amount of any Indemnifiable Damages for which indemnification is provided under this Article VII shall be net of any amounts actually recovered by the Indemnified Person under insurance policies with respect to such Indemnifiable Damages (net of any costs to recover such insurance payments and the costs of any increased premiums to the extent resulting therefrom); provided, that Acquirer shall only have the obligation to seek insurance recovery to the extent commercially reasonable in light of the circumstances and only with respect to insurance policies obtained by the Company prior to the Closing for which premiums were paid in full prior to the Closing.
Insurance Recovery. In determining the liability of a party for any Losses pursuant to this Article X, no loss, liability, damage or expense shall be deemed to have been sustained by such Party to the extent of any proceeds previously received by such party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date hereof. Nothing in this Agreement shall obligate any Indemnified Buyer Party or Indemnified Seller Party, as the case may be, to seek recovery under any insurance policy for any Losses.
Insurance Recovery. To the extent that Buyer may be able to claim recovery under any insurance policies maintained by Seller with respect to the Vapor Business for any claims relating to the Vapor Business, Seller will cooperate with Buyer and take such action as Buyer may reasonably request to facilitate Buyer's efforts to obtain such recovery.
Insurance Recovery. 9.15 The Seller shall not be liable in respect of any Loss(es) in excess of EUR 75,000, to the extent that the Loss(es) in respect of which a claim is or can be recovered under any Insurance Policy to which the Purchaser or the Guarantor is an insured party. Third Party Recovery
