Mitigation; Insurance. Each Indemnified Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate any Losses upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. To the extent that any Indemnified Party obtains recovery in respect of any Indemnification Claims from any Third Parties (including any insurers), such Indemnified Party shall first use the funds provided by such recovery (in lieu of funds provided by any other Party pursuant to the indemnification provisions of this Article VIII) to pay or otherwise satisfy such Indemnification Claims and the amount of any Losses with respect to any Indemnification Claim for which indemnification is available under this Article VIII shall be reduced by the amount of such insurance proceeds or other such funds realized or paid to the Indemnified Party. If, after the making of any payment in respect of an Indemnification Claim under this Article VIII, the amount of the Losses to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any Claim, recovery, settlement or payment by or against any other Person, the amount of such reduction will promptly be repaid by the Indemnified Party to the Indemnifying Party.
Mitigation; Insurance. In the case of any Third Party Claims that would reasonably be expected to give rise to a right of indemnification under Article 10, if there is a reasonable likelihood that such indemnified party may have a direct or indirect right of recovery against one or more third parties (including rights of recovery under insurance policies or indemnification arrangements with subcontractors or other third parties), (i) the indemnified party shall promptly notify the indemnifying party of such right of recovery, (ii) the indemnified party shall pursue enforcement of such right of recovery for so long as the pursuit thereof is commercially reasonable, with the determination of whether the pursuit of litigation is commercially reasonable to be in the sole discretion of the indemnified party, (iii) the indemnifying party shall cooperate with the indemnified party in connection with the enforcement of such right of recovery as contemplated by clause (ii) above. To the extent that an indemnified party obtains recovery in respect of any such Third Party Claims from any third parties, the amount of any losses with respect to any Third Party Claim for which indemnification is available under this Article 10 shall be reduced by the amount of such insurance proceeds or other such funds realized or paid to the indemnified party, net of any applicable deductible or self-insurance retention and all reasonable fees, costs and expenses incurred by such indemnified party in obtaining such recovery. If, after the making of any payment in respect of a Third Party Claim under this Article 10, the amount of the losses to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction will promptly be repaid by the indemnified party to the indemnifying party, net of all reasonable fees and expenses incurred by such party in obtaining such recovery. Each indemnified party shall take commercially reasonable steps to mitigate its losses upon and after becoming aware of any event which would reasonably be expected to give rise to any losses.
Mitigation; Insurance. (a) Any Indemnified Party shall mitigate Losses relating to a claim under this Article VII to the extent required by Law.
Mitigation; Insurance. (a) The Parties shall cooperate with each other in connection with resolving any Claims as to which indemnification is provided by any Party in accordance with the terms of this Agreement. In the case of any Claim for which it is reasonably likely that a Party may have a direct or indirect right of recovery against one or more third parties (including, but not limited to, rights of recovery under insurance policies or indemnification arrangements with third parties), such Party shall seek recovery of such Claim from such third parties for so long as pursuit of such recovery is commercially reasonable, provided that the foregoing shall not prohibit or restrict an Indemnified Party from initiating or pursuing any Claims under this Article XII. To the extent that a Party obtains an actual dollar recovery in respect of any such Claim from any third parties, (i) such Party shall use the funds provided by such recovery (in lieu of funds provided by any other Party pursuant to the indemnification provisions of this Article XII) to pay or otherwise satisfy such Claims, (ii) the recovery shall reduce the amount of Losses for purposes of determining the amount of the Sellers' indemnity obligations under this Article XII in respect of such Claim and (iii) if received after any indemnity payment by the Sellers under this Article XII, the amount actually recovered (but not in excess of the amount of the indemnity payment previously paid by the Sellers) shall be paid to the Sellers.
Mitigation; Insurance. (a) Each Indemnified Party must mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received.
Mitigation; Insurance. (a) Promptly after Parent or the Surviving Corporation becomes aware of any event or circumstance that could reasonably be expected to constitute any breach of any representation or warranty set forth in Article 3, Parent or Surviving Corporation will take commercially reasonable steps to mitigate and minimize any Losses that may result from such breach.
Mitigation; Insurance. (a) Each Indemnified Party shall use commercially reasonable efforts to mitigate its Losses hereunder; provided, that, any failure to comply with this Section 7.8(a) shall not serve as an absolute bar or otherwise preclude indemnification hereunder, but shall merely reduce the amount of Losses for which an Indemnified Party shall be entitled to receive indemnification hereunder.
Mitigation; Insurance. (a) Parent agrees that in the event of any breach giving rise to an indemnification obligation under this Article VI, Parent shall take and cause its Affiliates to take, or cooperate with the Stockholders’ Representative, if so requested, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking reasonable measures to prevent any contingent liability from becoming an actual liability).
Mitigation; Insurance. (a) The Parties shall cooperate with each other with respect to resolving any indemnifiable claim, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability upon becoming aware of any event which has had or could reasonably be expected to give rise to any Damages hereunder. Each Party shall use commercially reasonable efforts to address any claims or liabilities that may provide a basis for an indemnifiable claim such that each Party shall respond to any claims or liabilities in the same manner it would respond to such claims or liabilities in the absence of the indemnification provisions of this Agreement.
Mitigation; Insurance. (a) Any Indemnitee shall, and cause its Affiliates to, use commercially reasonable efforts to mitigate Losses relating to a claim under this Article VII.
