Common use of Insurance Recovery Clause in Contracts

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. After The amount of any Purchaser Losses shall be calculated net of any amounts that Quanta or any of its subsidiaries (including the Closing Date 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 until the third reasonable estimate, by Quanta, of the amount of any future premium adjustments or other chargebacks solely with respect to the period ending five (3rd5) anniversary thereoffull 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 casualty 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 other loss threat of litigation or liability suffered within three the expenditure of third party expenses; provided, further, that such obligation (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 and the availability of such loss was insurance policies or the timing of any such recovery thereunder) shall not reinsured 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 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 a Purchaser Indemnified Party insurance coverage with respect to any ‎Loss for which any such loss or liability; providedPurchaser Indemnified Party has been indemnified hereunder, that Buyer 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 responsible for and shall pay for made promptly to the ‎Indemnifying Party (in each case net of any costs or reimburse each Seller (or its Affiliates, as applicable) for all costs and expenses incurred by such Seller (or its Affiliates, as applicable) Purchaser Indemnified ‎Party in connection with securing or obtaining such Seller’s or its Affiliates’ cooperation proceeds as described set forth 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 first sentence of Section 6.3(d) shall not be deemed to alter any applicable reduction in indemnification obligations described in Section 11.2(e).this ‎Section 8.5(d)).‎

Insurance Recovery. After 3.1 If any loss giving rise to a General Warranty Claim against the Closing Date and until Warrantors may be recoverable by the third Company under any policy of insurance which is held by the Company as at Completion (3rd“Applicable Insurance”), the Buyer shall (without any obligation to incur any costs or expenses or to contest any dispute raised by the relevant insurer about the claim) anniversary thereofseek to recover under any such Applicable Insurance. 3.2 Notwithstanding any other provision of this agreement, with respect to the liability of the Warrantors for any casualty General Warranty Claim shall not be limited or other loss or liability suffered within three (3) years prior to Closing restricted 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 rights which 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 or the account of Buyer) to attempt to collect any amounts available Company may have 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 Applicable Insurance. 3.3 If the Warrantors (or any of its Affiliates, as applicable, receives them) make any amounts with respect payment to the Offered Interests under applicable insurance policies related Buyer in respect of a Determined Claim covered by Applicable Insurance ("Claim Payment") and after the making of the relevant payment by the Warrantors, an amount is recovered by the Company pursuant to any Applicable Insurance (“Insurance Recovery”) which would have reduced the liability of the Warrantors in respect of such breach, and the aggregate of the Claim Payment and the Insurance Recovery exceeds the loss suffered by the Buyer for or in respect of the matter or thing giving rise to such Determined Claim (such excess being the “Excess Recovery”), then the Buyer shall repay promptly to the period prior to ClosingWarrantors an amount equal to: (a) the Excess Recovery; less (b) (i) any Tax suffered by the Company on the Claim Payment and/or Insurance Recovery, such Seller shall promptly pay such received amounts to Buyer(ii) all expenses reasonably incurred by the Buyer and/or the Company in relation to, net the relevant Determined Claim and/or Insurance Recovery, (iii) any reasonably foreseeable increase in insurance premium, loss of any costs and expenses incurred by excess, and/or loss of insurance cover arising from 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)Determined Claim.