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 VII shall be reduced by the net amount of insurance proceeds, indemnification payments and other Third Party recoveries actually received by any Indemnified Party in respect of any Losses incurred by such Indemnified Party. In the event any Indemnified Party or any of its Affiliates is entitled to any insurance proceeds, indemnity payments or any Third Party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification pursuant to this Section 7.3(d), such Indemnified Party shall use reasonable best efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, indemnity payments or other Third Party recoveries not previously taken into account are obtained by a Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, 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 recovery, and appropriate payments shall be made promptly by the relevant Indemnified Parties. To the extent of the indemnification obligations in this Agreement, each Party waives for themselves and their respective successors and assigns, including any insurers, any rights to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person under this Agreement. If required by applicable insurance policies, each Party shall obtain a written waiver of such subrogation from its insurers.
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Samples: Business Combination Agreement (KLR Energy Acquisition Corp.)
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 indemnified party would otherwise be entitled to indemnification under this Article VII ARTICLE VIII shall be reduced by the net amount of insurance proceeds, indemnification payments and other Third Party third-party recoveries actually received by that any Indemnified Party indemnified party receives in respect of any Losses incurred by such Indemnified Partyindemnified party, in each case after deducting the out-of-pocket costs and expenses incurred in connection with such Losses and obtaining such proceeds, payments or recoveries, and after deducting any Tax payable in connection with the receipt of such proceeds or recoveries, and after taking into account any increase in premiums. In the event any Indemnified Party or any of its Affiliates indemnified party is entitled to any insurance proceeds, indemnity payments or any Third Party third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party indemnified party is entitled to indemnification pursuant to this Section 7.3(d)ARTICLE VIII, such Indemnified Party indemnified party shall use commercially reasonable best efforts to obtain, obtain or receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, indemnity payments or other Third Party third-party recoveries not previously taken into account are obtained received by a Indemnified Party an indemnified party subsequent to receipt by such Indemnified Party indemnified party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other Third Party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties indemnified party of all or the relevant portion of such recovery, and appropriate payments shall be made promptly by the relevant Indemnified Parties. To the extent of the indemnification obligations in this Agreement, each Party waives for themselves and their respective successors and assigns, including any insurers, any rights to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person under this Agreement. If required by applicable insurance policies, each Party shall obtain a written waiver of such subrogation from its insurerspayment.
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Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)
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 VII shall be reduced by the net amount of insurance proceeds, actual Tax benefits realized in the year of the indemnification payment or a preceding year, provided that such benefits shall include only benefits realized in the year of such Loss or the year immediately succeeding such Loss (such benefits, the “Tax Benefits”), indemnification payments and other Third Party third-party recoveries actually received by any Parent Indemnified Party in respect of any Losses incurred by such Parent Indemnified Party. In the event any Parent Indemnified Party or any of its Affiliates is entitled to any insurance proceeds, Tax Benefits, indemnity payments or any Third Party 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 Section 7.3(d7.3(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, Tax Benefits, indemnity payments or other Third Party third-party recoveries not previously taken into account are obtained by 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, Tax Benefits, indemnity payments or other Third Party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Parent Indemnified Parties of all or the relevant portion of such recovery, and appropriate payments shall be made promptly by the relevant Parent Indemnified Parties. To All such payments or recoveries shall be determined net of any expenses, costs or other fees incurred by the extent of the indemnification obligations in this Agreement, each Party waives for themselves and their respective successors and assignsParent Indemnified Party, including any insurersloss or erosion of coverage, any rights increase in premiums or the costs and expenses of outside counsel and other advisors to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person under this Agreement. If required by applicable insurance policies, each Party shall obtain a written waiver of such subrogation from its insurersParent Indemnified Party.
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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 VII shall be reduced by the net amount of (i) insurance proceeds, indemnification payments and other Third Party third-party recoveries actually received by to which any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified PartyParty 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 or any of its Affiliates is entitled to any insurance proceeds, indemnity indemnification payments or any Third Party third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification pursuant to this Section 7.3(d)Article VII, such 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, indemnity indemnification payments or other Third Party third-party recoveries not previously taken into account are obtained realized by a 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, indemnity indemnification payments or other Third Party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such recoveryindemnification payment, less all costs of recovery and appropriate payments 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 VII, provided that all costs of mitigation shall be made promptly by the relevant Indemnified Parties. To the extent of the indemnification obligations taken into account in this Agreement, each Party waives for themselves and their respective successors and assigns, including any insurers, any rights to subrogation for calculating Losses for which such Party is liable or against which such Party indemnifies any other Person under this Agreement. If required by applicable insurance policies, each Party shall obtain a written waiver of such subrogation from its insurershereunder.
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Samples: Share Purchase Agreement (Ctrip Com International LTD)
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 VII shall be reduced by the net amount of insurance proceeds, indemnification payments and other Third Party recoveries actually received by any Indemnified Party in respect of any Losses incurred by such Indemnified Party. In the event any Indemnified Party (or any of its Affiliates Affiliates) is entitled to any insurance proceeds, indemnity payments or any Third Party third-party recoveries in respect of any Losses (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to has received indemnification pursuant to this Section 7.3(d)Article IX, such Indemnified Party shall use commercially reasonable best efforts to obtain, receive or realize such proceeds, benefits, payments or recoveriesrecoveries to the extent it would use such efforts if it were not entitled to indemnification hereunder; provided that the Indemnified Party and its Affiliates shall not be required to threaten or initiate any legal proceedings against any customer, client, supplier or vendor of such Indemnified Party and its Affiliates or any Governmental Authority. In the event that any such insurance proceeds, indemnity payments or other Third Party third-party recoveries not previously taken into account are obtained realized by a an Indemnified Party (or its Affiliates) subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other Third Party third-party recoveries relate, appropriate refunds the Indemnifying Party shall be made promptly pay to the Indemnified Party an amount equal to the excess, if any, of (i) the amount previously received by the relevant Indemnified Parties of all or Party under this Article IX, plus the relevant portion amount of such recoveryinsurance payments or other recoveries actually received by such Indemnified Party (less any increase in insurance premiums arising therefrom or related thereto and any Taxes resulting from any such payments or other recoveries), and appropriate payments shall be made promptly by over (ii) the relevant amount of Losses with respect to such claim which the Indemnified Parties. To the extent of the indemnification obligations in this Agreement, each Party waives for themselves and their respective successors and assigns, including any insurers, any rights has become entitled to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person receive under this AgreementArticle IX. If In cases where the Seller is the Indemnifying Party, if such a refund is required by and the applicable insurance policiesindemnification payments were paid from the Indemnity Escrow Account, each Party shall obtain a written waiver of (i) if prior to or on the Release Date, such subrogation from its insurersamount will be deposited with the Escrow Agent to be held with the remaining Indemnity Escrow Amount and (ii) if after the Release Date, such amount will be paid to the Seller.
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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 VII VIII shall be reduced by the net amount of any insurance proceeds, indemnification payments and other Third Party third-party recoveries actually received by to which any Indemnified Party is entitled in respect of any Losses incurred by such Indemnified Party and that are actually received by such Indemnified Party. In , less all related costs and expenses including the event aggregate cost of pursuing any related insurance, indemnification or recovery claims and any related increases in insurance premiums or other chargebacks, it being agreed that, notwithstanding anything to the contrary herein, no Indemnified Party or has any of its Affiliates is entitled obligation (i) to seek to recover any insurance proceeds, indemnity indemnification payments or other third-party recoveries or to pursue any Third Party recoveries in respect of any Losses (insurance, indemnity or any other claims, except that upon the exhaustion of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification Second Anniversary Cash Consideration pursuant to this Section 7.3(d), such 8.05(b) or the payment of the Second Anniversary Cash pursuant to Section 2.03(c) an Indemnified Party shall use be obligated to exercise reasonable best efforts to obtain, receive or realize such seek to recover any insurance proceeds, benefits, indemnification payments or recoveriesother third-party recoveries or (ii) to initiate or pursue any litigation or arbitration or other Proceeding against any Person. In the event that any such insurance proceeds, indemnity payments or other Third Party third-party recoveries not previously taken into account are obtained obtained, received and realized by a 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, indemnity payments or other Third Party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such recovery, and appropriate payments shall indemnification payment. Any claim for indemnification under this ARTICLE VIII may be made promptly by the relevant Indemnified Parties. To the extent of the indemnification obligations prior to, concurrently with or after any efforts to obtain available recoveries from any third party and nothing in this Agreement, each Party waives Section 8.09(d) shall delay the time for themselves and their respective successors and assigns, including making any insurers, any rights to subrogation for Losses for which such Party is liable or against which such Party indemnifies any other Person indemnification payment under this Agreement. If required by applicable insurance policies, each Party shall obtain a written waiver of such subrogation from its insurers.
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