Common use of Losses Net of Insurance Proceeds and Other Third-Party Recoveries Clause in Contracts

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VI shall be reduced by the amount of (i) insurance proceeds, indemnification payments and other third-party recoveries to which any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified Party and which has actually been received, obtained and realized by such Indemnified Party and (ii) any Tax benefits actually realized by the Indemnified Party in respect of any such Losses. In the event any Indemnified Party is entitled to any insurance proceeds, indemnification payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VI, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, indemnification payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment, less all costs of recovery and Taxes imposed with respect thereto. An Indemnified Party shall use its reasonable best efforts to mitigate any Damages for which it is entitled to indemnification pursuant to this Article VI, provided that all costs of mitigation shall be taken into account in calculating Losses hereunder.

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VI VIII shall be reduced by the amount of (i) insurance proceeds, indemnification payments and other third-party recoveries to which actually received by any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified Party and which has actually been received, obtained and realized by such Indemnified Party and (ii) any Tax benefits actually realized by the Indemnified Party in respect of any such LossesParty. In the event any Indemnified Party is entitled to any insurance proceeds, indemnification indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VIVIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries, which in no event shall require any Person to initiate or threaten litigation. In the event that any such insurance proceeds, indemnification indemnity payments or other third-party recoveries are realized actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment, less all costs of recovery and Taxes imposed with respect thereto. An Indemnified Party shall use its reasonable best efforts to mitigate any Damages for which it is entitled to indemnification pursuant to this Article VI, provided that all costs of mitigation shall be taken into account in calculating Losses hereunder.

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Notwithstanding any provision in this Agreement to the contrary, all Losses for which any Indemnified Party Person would otherwise be entitled to indemnification under this Article VI XI shall be reduced by the amount of (i) insurance proceeds, indemnification payments and other third-party recoveries to which any Indemnified Party is entitled Person receives in respect of any Losses incurred by such Indemnified Party Person, in each case after deducting the out-of-pocket costs and which has actually been receivedexpenses incurred following Closing in connection with such Loss and obtaining such proceeds, obtained and realized payments or recoveries, including any incremental insurance premium costs incurred by such Indemnified Party and (ii) any Tax benefits actually realized by Party; provided that in the Indemnified Party in respect case of any such Lossesincremental insurance premium costs, the Indemnified Person shall provide the Indemnifying Person with a written statement from its insurance carrier specifically allocating the increase in premium costs directly to the claims for which indemnification is sought. In the event any Indemnified Party Person is entitled to any insurance proceeds, indemnification indemnity payments or any third-party recoveries in respect of any Losses for which such Indemnified Party Person is entitled to indemnification pursuant to this Article VIXI, such Indemnified Party Person shall use commercially reasonable efforts to obtain, obtain or receive or realize such proceeds, benefits, payments or recoveries; provided that this Section 11.5(a) shall not require any Indemnified Person to initiate, engage in or threaten litigation with any Person, including any of its insurance carriers. In the event that any such insurance proceeds, indemnification indemnity payments or other third-party recoveries are realized received by an Indemnified Party Person subsequent to receipt by such Indemnified Party Person of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties Person of all or the relevant portion of such indemnification payment, less all costs of recovery and Taxes imposed with respect thereto. An Indemnified Party shall use its reasonable best efforts to mitigate any Damages for which it is entitled to indemnification pursuant to this Article VI, provided that all costs of mitigation shall be taken into account in calculating Losses hereunder.

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Losses for which any Parent Indemnified Party would otherwise be entitled to indemnification under this Article VI VII shall be reduced by the net amount of (i) insurance proceeds, indemnification payments and other third-party recoveries to which actually received by any Parent Indemnified Party is entitled in respect of any Losses incurred by such Parent Indemnified Party and which has actually been received, obtained and realized by such Indemnified Party and (ii) any Tax benefits actually realized by the Indemnified Party in respect of any such LossesParty. In the event any Parent Indemnified Party or any of its Affiliates is entitled to any insurance proceeds, indemnification indemnity payments or any third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Parent Indemnified Party is entitled to indemnification pursuant to this Article VISection 7.3(e), such Parent Indemnified Party shall use commercially reasonable best efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, indemnification indemnity payments or other third-party recoveries not previously taken into account are realized obtained by an a Parent Indemnified Party subsequent to receipt by such Parent Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Parent Indemnified Parties of all or the relevant portion of such indemnification paymentrecovery, less all costs of recovery and Taxes imposed with respect thereto. An Indemnified Party shall use its reasonable best efforts to mitigate any Damages for which it is entitled to indemnification pursuant to this Article VI, provided that all costs of mitigation appropriate payments shall be taken into account made promptly by the relevant Parent Indemnified Parties. All such payments or recoveries shall be determined net of any expenses, costs or other fees incurred by the Parent Indemnified Party, including any loss or erosion of coverage, increase in calculating Losses hereunderpremiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Party.

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VI ARTICLE 8 shall be reduced by the any amount of (i) insurance proceeds, indemnification payments proceeds and other third-party recoveries to which any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified Party and which has actually been received, obtained and realized by such Indemnified Party and (ii) any Tax benefits actually realized received by the Indemnified Party in respect of any such Losses. In the event any Indemnified Party is entitled to any insurance proceeds, indemnification payments in each case, net of expenses and costs incurred in securing such proceeds or any third-party recoveries in respect of any Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article VI, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveriesrecovery. In the event that any such insurance proceeds, indemnification payments proceeds or other third-party recoveries that would reduce Losses in accordance with this Agreement are realized received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification payments proceeds or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties Party shall within ten (10) Business Days of all receipt of such insurance proceeds or other third party recoveries remit the relevant amount of the previously received indemnification payment up to the amount of insurance or other third party recovery, net of expenses and costs incurred in securing such proceeds or recovery; provided, that for the avoidance of doubt in no event shall such Indemnified Party have any obligation to remit to Seller, any portion of such insurance proceeds or other third-party recoveries in excess of the indemnification payment, less all costs of recovery and Taxes imposed payment actually received by such Indemnified Party with respect theretoto such claims. An Indemnified Party Purchaser shall use its commercially reasonable best efforts to mitigate seek recovery for any Damages for which Losses indemnifiable hereunder under the representations and warranties insurance policy it is entitled to indemnification pursuant to obtains in connection with this Article VI, provided that all costs of mitigation shall be taken into account in calculating Losses hereunderAgreement and the Botanist Purchase Agreement.

Losses Net of Insurance Proceeds and Other Third-Party Recoveries. All Notwithstanding anything to the contrary in this Agreement, the amount of all Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article VI ARTICLE 9 shall be reduced by (a) the amount of proceeds from third-party insurance carriers (ii.e., not self-insurance), (b) insurance proceedsindemnification payments, indemnification payments and (c) other third-party recoveries to which such Party or any Indemnified Party is entitled Affiliate thereof receives or obtains in respect of any Losses incurred by such Indemnified Party and which has actually been received(in each case, obtained and realized by such Indemnified Party and (ii) any Tax benefits actually realized by the Indemnified Party in respect net of any reasonable and documented out-of-pocket costs associated with recovering such Losses. In the event amounts and any Indemnified Party is entitled to any insurance proceeds, indemnification payments or any third-party recoveries documented increase in respect premiums incurred as a result of any Losses for which recovering such Indemnified Party is entitled to indemnification pursuant to this Article VI, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveriesamounts). In the event that any such insurance proceeds, indemnification indemnity payments or other third-party recoveries are received or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties Party of all or the relevant portion of such indemnification paymentpayment (in each case, less all net of and any reasonable and documented out-of-pocket costs associated with recovering such amounts and any documented increase in premiums incurred as a result of recovery and Taxes imposed with respect theretorecovering such amounts). An Such refunds (if any) will be paid to the Indemnifying Party within [***] of receipt of such refund by the relevant Indemnified Party shall use its reasonable best efforts to mitigate any Damages for which it is entitled to indemnification pursuant to this Article VI, provided that all costs of mitigation shall be taken into account in calculating Losses hereunderParties.