Common use of Mitigation; Insurance Clause in Contracts

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. In the case of any Third Party Indemnification Claims for which it is reasonably likely 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 including, but not limited to, rights of recovery under insurance policies or indemnification arrangements with subcontractors or other third parties), (i) the indemnified such party shall promptly notify the indemnifying party seek recovery of such right of recovery, (ii) the indemnified party shall pursue enforcement of Indemnification Claims from such right of recovery third parties for so long as the pursuit thereof is commercially reasonable, with the determination of whether the pursuit of litigation such recovery is commercially reasonable unless such party reasonably determines that seeking such recovery is likely to be result in the sole discretion of the indemnified party, (iii) the indemnifying party shall cooperate with the indemnified party a material increase in connection with the enforcement of such right of recovery as contemplated by clause (ii) abovefuture premiums. To the extent that an indemnified a party obtains recovery in respect of any such Third Party Indemnification Claims from any third parties, 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 Indemnification Claims and the amount of any losses Losses with respect to any Third Party Indemnification Claim for which indemnification is available under this Article 10 XII 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 recoveryIndemnified Party. If, after the making of any payment in respect of a Third Party an Indemnification Claim under this Article 10XII, the amount of the losses 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 Indemnified Party to the indemnifying party, net of all reasonable fees and expenses incurred by such party in obtaining such recoveryIndemnifying Party. Each indemnified party hereto shall take commercially reasonable steps within its control to mitigate its losses Losses upon and after becoming aware of any event which would could reasonably be expected to give rise to any lossesLosses; provided, that any obligation to seek insurance recovery shall be subject to limitations set forth in the first sentence of this Section 12.8.

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 Third Claim for which it is reasonably likely that a 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 including, but not limited to, rights of recovery under insurance policies or indemnification arrangements with subcontractors or other third parties), (i) the indemnified party such Party shall promptly notify the indemnifying party seek recovery of such right of recovery, (ii) the indemnified party shall pursue enforcement of Claim from such right of recovery third parties for so long as the pursuit thereof of such recovery is commercially reasonable, with provided that 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 foregoing shall cooperate with the indemnified party in connection with the enforcement of such right of recovery as contemplated by clause (ii) abovenot prohibit or restrict an Indemnified Party from initiating or pursuing any Claims under this Article XII. To the extent that a Party obtains an indemnified party obtains actual dollar recovery in respect of any such Third Party Claims 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 any losses with respect to any Third Party Claim Losses for which indemnification is available purposes of determining the amount of the Sellers' indemnity obligations under this Article 10 shall be reduced 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 such insurance proceeds or other such funds realized or the indemnity payment previously paid by the Sellers) shall be paid to the indemnified partySellers. (b) If after the Closing Date the Company becomes subject to any obligation to remedy or otherwise address any condition, net occurrence or other matter that is the subject of an Environmental Representation, the Company shall proceed to remedy such condition, occurrence or other matter in an appropriate, cost-effective and reasonable manner and (unless claims in respect of such condition, occurrence or other matter are excluded from the scope of coverage provided under the Environmental Insurance Policies) in compliance with any notice requirements, cooperation conditions and other guidelines, policies or provisions applicable to claims made by the Company under the terms of the insurance policies identified in Schedule 12.5(b) hereto (such policies and any substitute policies referred to herein, the "Environmental Insurance Policies"). The costs actually incurred in remedying or otherwise addressing any such condition, occurrence or other matter shall be paid by the Company, and the Company shall comply with all provisions of the Environmental Insurance Policies applicable to the recovery of any applicable deductible such costs and use its commercially reasonable efforts to seek recovery thereof from the insurers that issued the Environmental Insurance Policies or self-insurance retention its successors (the "Insurers"), which efforts shall include, without limitation, taking all commercially reasonable actions necessary to maintain the Environmental Insurance Policies (including one or more substitute policies providing for substantially the same coverage) in full force and all effect (it being understood and agreed that the Company and Buyer will not effect an assignment of any such policies after the Closing that would result in a termination of coverage under such policies) and, if requested by Sellers, filing an action, suit or proceeding against the Insurers and taking reasonable feessteps to prosecute the same (provided, that Sellers shall agree to pay the costs and expenses incurred by in connection with such indemnified party action, suit or proceeding, and shall be entitled to receive and retain any portion of such costs and expenses that are repaid in obtaining connection with such recoveryaction, suit or proceeding). IfThe Company shall keep the Sellers informed regarding any significant communications with the Insurers, after the making and shall promptly deliver to Sellers copies of any payment written communications delivered to or received from the Insurers in respect of a Third Party Claim connection with claims made 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 lossesEnvironmental Insurance Policies.

Mitigation; Insurance. In the case of any Third Third-Party Claims that would reasonably be expected to give rise to a right of indemnification under Article 10XII, if there is a reasonable likelihood that such indemnified party Indemnified Party may have a direct or indirect right of recovery against one or more third parties Third Parties (including rights of recovery under insurance policies or indemnification arrangements with subcontractors or other third partiesThird Parties), (i) the indemnified party Indemnified Party shall promptly notify the indemnifying party Indemnifying Party of such right of recovery, (ii) the indemnified party Indemnified Party shall pursue enforcement of such right of recovery for so long as the Indemnified Party reasonably determines, consistent with past practice, that the pursuit thereof is commercially reasonable, using the same degree of effort and otherwise in a manner consistent with the determination of whether the pursuit of litigation is commercially reasonable to be in the sole discretion practices of the indemnified party, Company and its Subsidiaries during the three year period prior to the Closing Date and (iii) the indemnifying party Indemnifying Party shall cooperate with the indemnified party Indemnified Party in connection with the enforcement of such right of recovery as contemplated by clause (ii) above; provided, however, that in no event shall it be a prerequisite to making any claim for indemnification pursuant to this Article XII or a condition to the obligations of the Indemnifying Party in respect of any such claim that the Indemnified Party shall have successfully enforced any right of recovery against a Third Party. To the extent that an indemnified party Indemnified Party obtains recovery in respect of any such Third Third-Party Claims from any third partiesThird Parties, the amount of any losses Losses with respect to any Third Third-Party Claim for which indemnification is available under this Article 10 XII shall be reduced by the amount of such insurance proceeds or other such funds realized or paid to the indemnified partyIndemnified Party, net of any applicable deductible or self-insurance retention and all reasonable fees, costs and expenses incurred by such indemnified party Indemnified Party in obtaining such recovery. If, after the making of any payment in respect of a Third Third-Party Claim under this Article 10XII, the amount of the losses 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 Indemnified Party to the indemnifying partyIndemnifying Party, net of all reasonable fees and expenses incurred by such party in obtaining such recovery. Each indemnified party Indemnified Party shall take commercially reasonable steps to mitigate its losses Losses upon and after becoming aware of any event which would reasonably be expected to give rise to any lossesLosses.

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.. ARTICLE 11