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. 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. 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. 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. 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. 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 IX, 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 Party 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 -63- 68 and take such action as Buyer may reasonably request to facilitate Buyer's efforts to obtain such recovery.
Insurance Recovery. (i) If any insurance proceeds are paid pursuant ------------------ to QuickBird 2 Launch Insurance policies, such insurance proceeds shall be shared with the Lender and the holders of 13% Notes in accordance with the terms of the Loan Documents and the Intercreditor Acknowledgement, and (ii) if the Excess QuickBird 2 Prelaunch Insurance Proceeds are paid pursuant to QuickBird2 Prelaunch Insurance policies covering transit and prelaunch operations of the Satellite, such Excess QuickBird 2 Prelaunch Insurance Proceeds shall be paid to the Lender.
Insurance Recovery. (i) Kennecott and its Affiliates are engaged in litigation to recover environmental clean-up costs from various insurers that historically provided insurance coverage to the predecessors-in-interest of Kennecott. The insurance policies involved were in effect on or prior to January 1, 1993 (the “Historic Policies”). Kennecott represents and warrants that the Companies are not parties to the litigation, and that the assets of the Companies, including their interests in the Venture, are not specifically named in the litigation. In the course of the litigation, some settlements have been reached or will be reached, and as a part of such settlements the insurers have required or may require Kennecott and its Affiliates to release all claims and to indemnify the insurers from potential future claims covered by the settlement with respect to the Historic Policies. Buyer acknowledges Kennecott’s authority to carry on the litigation and to effectuate any settlements with such insurers as it deems appropriate, including the execution of any releases or settlement agreements by Kennecott on its behalf and on behalf of its Affiliates, including the Companies and the Venture, with respect to the Historic Policies for all periods prior to the Closing Date. Buyer further acknowledges that such actions taken on behalf of the Companies and the Venture, whether taken before or after Closing, shall not be outside the Ordinary Course of Business of the Companies and shall be binding on the Companies and Buyer, provided that Kennecott shall indemnify and reimburse Buyer and any member of the Hecla Group for any Adverse Consequences that result from the settlements and releases referred to in this Section 2(g), without any of the limitations set forth in Section 10(b). Buyer agrees that, if such settlement is finalized, the Companies will no longer be an insured under the Historic Policies and covenants that, after Closing, the Companies will make no new claim under such policies. Buyer also acknowledges that it shall have no right to any proceeds received in settlement or litigation either before or after Closing and that such proceeds shall not be included in the calculation of the Purchase Price or reflected in the Statement prepared pursuant to Subsection 2(f) above.
(ii) Notwithstanding the foregoing Section 2(g)(i) above, should any Party or its Affiliates receive an insurance recovery pertaining to Venture operations based on occurrences prior to the Closing, such Party...
