Common use of Mitigation; Insurance Clause in Contracts

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. Each Indemnified Party (a) The Parties shall takecooperate with each other with respect to resolving any indemnifiable claim, and shall cause its Affiliates to take, all including by making commercially reasonable steps efforts to mitigate or resolve any Losses such claim or liability upon becoming aware of any event which would has had or could reasonably be expected to, or does, to give rise theretoto 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. (b) To the extent that any Indemnified a Party obtains recovery in respect of any Indemnification Claims an indemnifiable claim from any Third Parties (including any insurers)third parties, such Indemnified Party shall first use the funds actually provided by such recovery (in lieu of funds provided by any other Party pursuant to the indemnification provisions of this Article VIIIARTICLE 11) to pay or otherwise satisfy such Indemnification Claims indemnifiable claim and the amount of any Losses losses with respect to any Indemnification Claim indemnifiable claim for which indemnification is available under this Article VIII ARTICLE 11 shall be reduced by the amount of such insurance proceeds or other such funds realized or actually paid in cash to the Indemnified Partyindemnified party net of all costs and expenses, including insurance increases. If, after the making of any payment in respect of an Indemnification Claim indemnifiable claim under this Article VIIIARTICLE 11, the amount of the Losses losses to which such payment relates is reduced by actual recovery, settlement or otherwise under any insurance coverage, or pursuant to any Claimclaim, recovery, settlement or payment by or against any other Personperson, the amount of such reduction will promptly be repaid by the Indemnified Party indemnified party to the Indemnifying Partyindemnifying party.

Mitigation; Insurance. Each In the case of any Indemnification Claims for which it is reasonably likely that the Indemnified Party may have a direct or indirect right of recovery (a) against one or more third parties (including, but not limited to, rights of recovery under insurance policies or indemnification arrangements with third parties), the Indemnified Party shall takeseek recovery of such Indemnification Claims from such third party for so long as the pursuit of such recovery is commercially reasonable, and (b) the Indemnifying Party shall be entitled to exercise, and shall cause its Affiliates be subrogated to take, all commercially reasonable steps to mitigate any Losses upon becoming aware the Indemnified Party in respect of any event which would reasonably be expected to, or does, give rise theretosuch right of recovery of the Indemnified Party (other than under the Insurance Policy). To the extent that any Indemnified Party a party actually obtains recovery in respect of any such Indemnification Claims from any Third Parties (including any insurers)third parties, such Indemnified Party party shall first use the funds provided by such recovery (in lieu of funds provided by any other Party party pursuant to the indemnification provisions of this Article VIII11) 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 11 shall be reduced by the amount of such insurance proceeds (other than under the Insurance Policy) or other such funds realized or actually paid to the Indemnified Party. If, after the making of any payment in respect of an Indemnification Claim under this Article VIII11, 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.by

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 a party obtains recovery in respect of any Claim for which indemnification is available under this Article XII (an “Indemnification Claims Claim”) from any Third Parties (including any insurers)third parties, such Indemnified Party party shall first use the funds provided by such recovery (in lieu of funds provided by any other Party party pursuant to the indemnification provisions of this Article VIIIXII) 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 XII 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 VIIIXII, 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 Claimclaim, 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. Each party hereto shall take 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; provided, however, that such Indemnified Person shall not be required to take such efforts if they would be detrimental in any material respect to such Indemnified Person.