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. 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. (a) Any Indemnified Party shall mitigate Losses relating to a claim under this Article VII to the extent required by Law.
(b) All Losses sought by Indemnified Party hereunder shall be net of any insurance proceeds actually received by Indemnified Party with respect to such indemnification claim (net of any increase or retroactive premiums and costs of recovery). If any such proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall promptly pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party’s payment).
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.
(b) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable pursuant to Section 7.02.
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.
(b) Notwithstanding anything to the contrary contained in this Agreement, the Purchaser Indemnitees shall be under no obligation to pursue collection from any source including, any insurance carrier prior to filing a claim for indemnification hereunder. However, following the Closing Date, any insurance proceeds actually recovered by the Company or its Subsidiaries shall be credited (net of (i) the Purchaser Indemnitees’ reasonable attorneys’ fees and other expenses incurred in connection with such recovery, (ii) any increases in insurance policy premiums related to the underlying claim or Loss and (iii) any Losses incurred by the Purchaser Indemnitees with respect to the underlying claim which were not indemnifiable hereunder (collectively, the “Collection Costs”)) against the corresponding indemnification obligation, if any. In the event any insurance proceeds are recovered by the Company and its Subsidiaries with respect to an indemnification claim that has been previously satisfied pursuant to this ARTICLE VII (a “Satisfied Claim”), the Company shall refund all or a portion of the amount of such Satisfied Claim (up to the amount of insurance proceeds actually recovered by the Company and its Subsidiaries less any Collection Costs) to the Escrow Agent to be held pursuant the terms of the SPA Escrow Agreement; provided, however, that if at the time of such recovery, such refund would have been released to the Representative pursuant to the terms of the SPA Escrow Agreement, such refund shall instead be paid to the Representative (for the benefit of the Sellers).
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 Damages that may result from such breach.
(b) The amount of any Damages that are subject to indemnification out of the Escrow Fund or otherwise under this Article 8 shall be calculated net of the amount of (i) any third-party insurance proceeds from any third party insurance paid or certain of payment to Parent or Surviving Corporation in connection with such Damages or any of the events or circumstances giving rise or otherwise related to such Damages, and (ii) any federal, state or local Tax savings attributable to such Damages that are actually recognized by Parent in the taxable year in which such Damages are calculated and paid. Nothing in this Section 8.6 shall obligate Parent to provide copies of its or its Affiliates’ Tax Returns to the Shareholders’ Representative and Parent shall be required to disclose only such information related to such Tax Returns as is reasonably necessary to confirm the Tax savings, or lack of Tax savings, described in this Section 8.6(b).
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).
(b) Notwithstanding anything to the contrary contained herein, any Damaged Parties’ Loss shall be limited to the amount of Losses incurred by such Damaged Parties, net of insurance recoveries actually received by such Damaged Parties as a result of such Losses and indemnification payments actually received by such Damaged Parties with respect to such Losses and tax benefits actually received by such Damaged Parties with respect to such Losses.
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.
(b) The amount of any Losses that are subject to indemnification out of the Escrow Fund or otherwise under this Article 8 shall be calculated net of the amount of (i) any third‑party insurance proceeds from any third party insurance paid to Parent or Surviving Corporation in connection with such Losses or any of the events or circumstances giving rise or otherwise related to such Losses and (ii) any federal, state or local Tax savings attributable to such Losses actually received by a Parent Indemnitee in the Tax year of the Loss or the two succeeding Tax years, in each case that were not previously deducted from the amounts paid to a Parent Indemnitee pursuant to the indemnification under this this Article 8. For the avoidance of doubt, Parent and any Acquired Company shall be required in mitigation of Losses under this Article 8 to pursue any claim under insurance policies owned by Parent, the Surviving Company or other Acquired Company, unless specifically waived by the Shareholder Representative in writing.
Mitigation; Insurance. 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 Damages that may result from such breach.
Mitigation; Insurance. To the extent that an Indemnified Party obtains recovery in respect of any Third-Party Claims from any third parties (whether in the form of insurance proceeds, indemnification payments or any other proceeds or funds realized by the Indemnified Party), the amount of any Losses with respect to such Third Party Claim for which indemnification is available under this Article XI shall be reduced by the amount of such insurance proceeds, indemnification payments or other such funds realized or paid to the Indemnified Party, net of all Expenses incurred in obtaining such recovery. If, after the making of any payment in respect of a Third-Party Claim under this Article XI, 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 Expenses incurred in obtaining such recovery. To the extent required by applicable Law, each party hereto shall take commercially reasonable steps to mitigate its Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.
