Common use of Losses Net of Insurance Clause in Contracts

Losses Net of Insurance. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss or Company Loss (each source named in clauses (i) and (ii), a "Collateral Source") and (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss or Company Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 shall not be available to the Buyer or the Company, as the case may be, to the extent the party seeking indemnification under this Section 9 fails to first use reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense. If the amount to be netted hereunder from any payment required under Section 9.2 or 9.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 had such determination been made at the time of such payment.

Losses Net of Insurance. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 this Article XI shall be net of (ia) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iib) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against with respect to such Loss (the source of any such amounts referred to in clause (a) or Company Loss (each source named in clauses (i) and (iib), a "“Collateral Source") and (iii) an amount equal to the present value of the Tax benefit”), if any, available to or taken by the Indemnified Party attributable to such Loss. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss or Company Loss upon becoming aware in each case net of any event that would reasonably be expected toTaxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 shall not be available to the Buyer or the Company, as the case may be, to the extent the party seeking indemnification under this Section 9 fails to first use reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right sources of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expensereimbursement. If the amount to be netted hereunder from any payment required under Section 9.2 or 9.3 this Article XI is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9Article XI, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 Article XI had such determination been made at the time of such payment. For the avoidance of doubt, no Indemnified Party shall have any obligation under this Agreement to seek recovery from any third parties, to seek recovery under any insurance policies or, except as set forth in Section 8.4, to maintain any insurance policies for any period of time.

Losses Net of Insurance. Etc. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 Section 7.2 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against recoverable in respect of such Loss or Company Loss (each source named in clauses (i) and (ii), a "Collateral Source") and ), (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the Indemnified Party benefit attributable to such LossLoss and (iv) any specific accruals or reserves (or overstatement of liabilities in respect of actual liability) included in the Financial Information. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss or Company Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 Article VII shall not be available to the Buyer or the CompanySeller, as the case may be, to the extent unless the party seeking indemnification under this Section 9 fails to Article VII first use uses all reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentencefrom a Collateral Source; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense. If the amount to be netted hereunder from any payment required under Section 9.2 or 9.3 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 Article VII had such determination been made at the time of such payment...

Losses Net of Insurance. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 8.2 or 8.8 shall be net of (ia) any amounts recovered by accruals or reserves included in the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, calculation of Net Working Capital on the Final Closing Statement and (iib) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against actually recovered with respect to such Loss or Company Loss (each source named net of all costs and expenses incurred in clauses (i) and (iiconnection with the recovery of such proceeds), a "Collateral Source") and (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. The parties shall take and shall cause their Affiliates Subsidiaries to take all commercially reasonable steps to mitigate any Loss or Company Loss upon an executive officer of such party becoming aware of any event that would reasonably be expected to, or does, give gives rise thereto, including including, if necessary to mitigate the Loss, incurring only commercially reasonable costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 In addition, Buyer shall, and shall not be available cause its Affiliates to, reasonably cooperate to obtain the Buyer or the Company, as the case may be, to the extent the party seeking indemnification under this Section 9 fails to first use reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit proceeds of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party insurance applicable to assign a Loss for which indemnification is provided under Sections 8.2 or 8.8, including the rights insurance policies to seek recovery be maintained pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expenseSection 5.19. If the amount to be netted hereunder from any payment required under Section 9.2 Sections 8.2 or 9.3 8.8 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9Article VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 Article VIII had such determination been made at the time of such payment. In the event that an Indemnified Party has rights against any third party with respect to any occurrence, claim or loss that results in a payment by an Indemnifying Party under this Article VIII, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided that until the Indemnified Party recovers full payment of the Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby expressly made subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein. For the avoidance of doubt, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party (or its Affiliate) has been indemnified or reimbursed for such amount under any other provision of this Agreement.

Losses Net of Insurance. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 Section 10.2 or Section 10.3 shall be net of (i) any specific accruals or reserves on the Financial Statements referenced in Section 4.7(a), (ii) any amount for which a reserve or accrual is included in final Closing Working Capital or which has otherwise been taken into account as an adjustment to the Final Purchase Price pursuant to the definition thereof for purposes of the calculation of the Final Purchase Price, (iii) any amounts recovered by the Indemnified Party (net of any Taxes and costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any third party, Person (iiother than this Agreement) and (iv) any insurance proceeds or other cash receipts or sources (net of reimbursement any Taxes and any costs of investigation of the underlying claim and of collection) received as an offset against such Loss or Company Loss (each source named of recovery referred to in clauses (iiii) and (iiiv), a "“Collateral Source") and (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss or Company Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 shall not be available to the Buyer or the Company, as the case may be, to the extent the party seeking indemnification under this Section 9 fails to first use reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 9.2 10.2 or 9.3 Section 10.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9Article X, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationreceipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 Article X had such determination been made receipt occurred at the time of such payment. In the event that Purchaser makes a claim against Sellers for indemnification pursuant to this Article X and the subject matter of such indemnification claim relates to the potential liability of a Collateral Source from which Purchaser may have otherwise asserted a claim for Losses, Purchaser shall, at Sellers’ request and expense following the full satisfaction by Sellers of their obligations under this Article X, subrogate its rights to such claim in favor of Sellers and assign all of its rights in respect of such claim to Sellers. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses. Notwithstanding any provision to the contrary, Purchaser, the Sponsors and/or any Lender or arranger under the Debt Commitment Letters or any other source of Debt Financing and their respective Affiliates shall not be liable for or obligated to pay consequential, special, multiple, punitive or exemplary damages, including damages arising from loss of profits, business opportunities or goodwill in respect of any breach or failure to comply with this Agreement or any transactions contemplated hereby (including the Financings) or any damages, limited to each Sponsor’s pro rata share with regard to Sponsors obligations, in excess of the Reverse Break-Up Fee.