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. 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

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.