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 Parent 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 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, 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 Section 7.3(e), such Parent 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 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, 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 recovery, appropriate payments shall be 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 premiums 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 Notwithstanding any provision in this Agreement to the contrary, all Losses for which any Parent Indemnified Party Person would otherwise be entitled to indemnification under this Article VII XI shall be reduced by the net amount of insurance proceeds, indemnification payments and other third-party recoveries actually received by to which any Parent Indemnified Party Person receives in respect of any Losses incurred by such Parent Indemnified Person, in each case after deducting the out-of-pocket costs and expenses incurred following Closing in connection with such Loss and obtaining such proceeds, payments or recoveries, including any incremental insurance premium costs incurred by such Party; provided that in the case of any such incremental 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 Parent Indemnified Party or any of its Affiliates Person 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 Parent Indemnified Party Person is entitled to indemnification pursuant to this Section 7.3(e)Article XI, such Parent Indemnified Party Person shall use commercially reasonable best 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, indemnity payments or other third-party recoveries not previously taken into account are obtained received by a Parent an Indemnified Party Person subsequent to receipt by such Parent Indemnified Party Person 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 Parent Indemnified Parties Person of all or the relevant portion of such recovery, appropriate payments shall be 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 premiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Partyindemnification payment.

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 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 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(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 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 recoveries relate, appropriate refunds shall be made promptly by the relevant Parent Indemnified Parties of all or the relevant portion of such recovery, appropriate payments shall be 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 premiums 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 Parent 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 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, 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(e7.3(d), such Parent 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 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, 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. All such payments or recoveries shall be determined net To the extent of any expensesthe indemnification obligations in this Agreement, costs or other fees incurred by the Parent Indemnified Partyeach Party waives for themselves and their respective successors and assigns, including any loss insurers, any rights to subrogation for Losses for which such Party is liable or erosion 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 coverage, increase in premiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Partysubrogation from its insurers.

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, indemnification payments and other 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 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 Parent Indemnified Party is entitled to has received indemnification pursuant to this Section 7.3(e)Article IX, such Parent 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 recoveries not previously taken into account are obtained realized by a Parent an Indemnified Party (or its Affiliates) subsequent to receipt by such Parent 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 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 Parent Indemnified Parties of all or Party under this Article IX, plus the relevant portion amount of such recovery, appropriate insurance payments shall be made promptly or other recoveries actually received by the relevant Parent such Indemnified Parties. All Party (less any increase in insurance premiums arising therefrom or related thereto and any Taxes resulting from any such payments or recoveries shall be determined net other recoveries), over (ii) the amount of any expenses, costs or other fees incurred by Losses with respect to such claim which the Parent Indemnified Party has become entitled to receive under this Article IX. In cases where the Seller is the Indemnifying Party, including any loss if such a refund is required and the applicable indemnification payments were paid from the Indemnity Escrow Account, (i) if prior to or erosion of coverageon the Release Date, increase in premiums or such amount will be deposited with the costs Escrow Agent to be held with the remaining Indemnity Escrow Amount and expenses of outside counsel and other advisors (ii) if after the Release Date, such amount will be paid to such Parent Indemnified Partythe Seller.

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 VIII shall be reduced by the net amount of any insurance proceeds, indemnification payments and other third-party recoveries actually received by to which any Parent Indemnified Party is entitled in respect of any Losses incurred by such Parent 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 Parent 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 any other third-party recoveries in respect of or to pursue any Losses (insurance, indemnity or any other claims, except that upon the exhaustion of the circumstances giving rise thereto) for which such Parent Indemnified Party is entitled to indemnification Second Anniversary Cash Consideration pursuant to this Section 7.3(e), such Parent 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 recoveries not previously taken into account are obtained obtained, received and realized by a Parent an 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, 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 recovery, appropriate payments shall indemnification payment. Any claim for indemnification under this ARTICLE VIII may be made promptly by prior to, concurrently with or after any efforts to obtain available recoveries from any third party and nothing in this Section 8.09(d) shall delay the relevant Parent Indemnified Parties. All such payments or recoveries shall be determined net of time for making any expenses, costs or other fees incurred by the Parent Indemnified Party, including any loss or erosion of coverage, increase in premiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Partyindemnification payment under this Agreement.

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 (i) insurance proceeds, indemnification payments and other third-party recoveries actually received by to which any Parent Indemnified Party is entitled in respect of any Losses incurred by such Parent 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 Parent Indemnified Party or any of its Affiliates is entitled to any insurance proceeds, indemnity indemnification 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 Section 7.3(e)Article VII, 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, indemnity indemnification payments or other third-party recoveries not previously taken into account are obtained realized by a Parent an 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, indemnity indemnification 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 recoveryindemnification payment, appropriate payments 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 VII, provided that all costs of mitigation shall be 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 taken into account in premiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Partycalculating 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 Parent 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 recoveries actually received by that any Parent Indemnified Party indemnified party receives in respect of any Losses incurred by such Parent 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 Parent Indemnified Party or any of its Affiliates indemnified party 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 Parent Indemnified Party indemnified party is entitled to indemnification pursuant to this Section 7.3(e)ARTICLE VIII, such Parent 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 recoveries not previously taken into account are obtained received by a Parent Indemnified Party an indemnified party subsequent to receipt by such Parent 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 recoveries relate, appropriate refunds shall be made promptly by the relevant Parent Indemnified Parties indemnified party of all or the relevant portion of such recovery, appropriate payments shall be 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 premiums or the costs and expenses of outside counsel and other advisors to such Parent Indemnified Partyindemnification payment.