Common use of Losses Net of Insurance, Etc Clause in Contracts

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 7.2 or Section 7.3 shall be net of any insurance proceeds received as an offset against such Loss (a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.2 or Section 7.3 is received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such receipt occurred at the time of such payment. Each Party shall use commercially reasonable efforts to mitigate Losses for which it intends to seek indemnification hereunder. The party seeking indemnification under this Article VII shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such party has already recovered such Losses with respect to such matter pursuant to other provisions of this Agreement.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 7.2 8.01 or Section 7.3 8.02 shall be net of (a) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any non-affiliated third party, (b) any insurance proceeds actually received as an offset against such Loss Loss, in each case, net of any costs of recovery and (a “Collateral Source”)c) any Tax benefit actually realized by the Indemnified Party or its Affiliates with respect to such Losses. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.2 8.01 or Section 7.3 8.02 is received determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIIARTICLE VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receiptdetermination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII ARTICLE VIII had such receipt occurred determination been made at the time of such payment. Each payment solely to avoid duplicative recovery for the same Loss, but not in excess of any amount previously so paid by the Indemnifying Party shall use commercially reasonable efforts to mitigate Losses for which it intends to seek indemnification hereunder. The party seeking indemnification under this Article VII shall not be entitled to recover any Losses relating to any matter arising under one provision or on behalf of this Agreement to the extent that Indemnified Party in respect of such party has already recovered such Losses with respect to such matter pursuant to other provisions of this Agreementmatter.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 7.2 8.01 or Section 7.3 8.02 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party that is not an Affiliate of such Indemnified Party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received from any third party that is not an Affiliate of such Indemnified Party as an offset against such Loss (each third party that is not an Affiliate of such Indemnified Party referred to in clauses (i) and (ii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.2 Sections 8.01 or Section 7.3 8.02 is received determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receiptdetermination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII VIII had such receipt occurred determination been made at the time of such payment. Each , and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party shall use commercially reasonable efforts to mitigate Losses for which it intends to seek indemnification hereunder. The party seeking indemnification under this Article VII shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such party has already recovered such Losses with respect to such matter pursuant to other provisions of this AgreementSection 8.01 or 8.02.

Losses Net of Insurance, Etc. The amount of any Loss Losses for which indemnification is provided under Section 7.2 or Section 7.3 this Agreement shall be net of any amounts actually recovered by the Indemnified Party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds received as an offset against exceed costs of collecting such Loss (a “Collateral Source”)proceeds and premium increases, whether retrospective or prospective, that result from the claim for such proceeds) with respect to such Losses. If any such insurance proceeds and/or other amounts are received by the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.2 or Section 7.3 is received Indemnified Party after payment by the any Indemnifying Party of any amount otherwise required to be paid to an the Indemnified Party pursuant to this Article VIIVIII, the Indemnified Party shall repay to the such Indemnifying Party, promptly after receipt of such receiptinsurance proceeds and/or other amounts, any the amount that the such Indemnifying Party would not have had to pay pursuant to this Article VII VIII had such receipt occurred at insurance proceeds and/or other amounts been received by the time of Indemnified Party prior to such payment. Each Party shall use commercially reasonable efforts to mitigate Losses for which it intends to seek indemnification hereunder. The party seeking indemnification Indemnifying Party’s payment under this Article VII VIII. This Section 8.5 shall not be entitled limit, delay or otherwise affect the rights of any such Indemnified Party to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such party has already recovered such Losses with respect to such matter from an Indemnifying Party pursuant to other provisions of this AgreementArticle VIII.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 7.2 8.1 or Section 7.3 8.2 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (ii) any insurance proceeds actually received as an offset against such Loss (a “Collateral Source”)Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.2 8.1 or Section 7.3 8.2 is received determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such receiptdetermination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII VIII had such receipt occurred determination been made at the time of such payment. Each The Indemnifying Party shall use commercially reasonable efforts may require, as a condition to mitigate Losses for which it intends to seek the provision of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. The party seeking indemnification under All payments made pursuant to this Article VII VIII shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement treated for Tax purposes as an adjustment to the extent that such party has already recovered such Losses with respect to such matter pursuant to other provisions of this Agreementpurchase price, unless otherwise required by applicable Law.