Mitigation of Losses. An Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article XI. The Indemnifying Party shall have the right, but not the obligation, and shall be afforded the opportunity by the Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Party.
Appears in 5 contracts
Samples: Exclusive, Global Development, Supply, Marketing & License Agreement (NRX Pharmaceuticals, Inc.), e.u. Development and License Agreement (Pfenex Inc.), Development and License Agreement (Pfenex Inc.)
Mitigation of Losses. An Indemnified Party shall use commercially reasonable will, to the extent practicable and reasonably within its control, make good faith efforts to mitigate any Losses for of which it is entitled to indemnification pursuant to this Article XI. The Indemnifying Party shall have the righthas adequate notice, but not the obligation, and shall be afforded the opportunity by the provided that an Indemnified Party will not be obligated to act in a manner which it reasonably believes is adverse to its own best interests. Except to the extent reasonably possiblerequired by Accepted Servicing Practices, nothing in this Article VII will be construed as obligating any party to take all available steps this Agreement to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Partyxxx any third party.
Appears in 3 contracts
Samples: Commercial Mortgage Servicing Oversight Agreement (Pennymac Financial Services, Inc.), Commercial Mortgage Servicing Oversight Agreement (Pennymac Financial Services, Inc.), Commercial Mortgage Servicing Oversight Agreement (PennyMac Mortgage Investment Trust)
Mitigation of Losses. An Indemnified Party shall use shall, to the extent practicable and reasonably within its control, make commercially reasonable efforts to mitigate any Losses for of which it is entitled has adequate notice; provided that the Indemnified Party shall not be obligated to indemnification pursuant to this Article XIact in contravention of applicable Law or in contravention of reasonable and customary practices of a prudent person in similar circumstances. The Indemnifying Party Indemnitor shall have the right, but not the obligation, and shall be afforded the opportunity by the Indemnified Party to the extent reasonably possible, to take all available steps make commercially reasonable efforts to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Party.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Global Defense Technology & Systems, Inc.), Stock Purchase Agreement (Global Defense Technology & Systems, Inc.)
Mitigation of Losses. An Indemnified Party shall use commercially reasonable shall, to the extent practicable and reasonably within its control, make good faith efforts to mitigate any Losses for of which it is entitled to indemnification pursuant to this Article XI. The Indemnifying has adequate notice, provided that an Indemnified Party shall have the rightnot be obligated to act in a manner which it reasonably believes is adverse to its own best interests. Subject to Applicable Requirements, but not the obligation, and nothing in this Section 9.2 shall be afforded the opportunity by the Indemnified construed as obligating either Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Partysue any third party.
Appears in 2 contracts
Samples: Subservicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Subservicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Mitigation of Losses. An Indemnified Party shall use commercially its reasonable best efforts to mitigate any Losses for which it is entitled to indemnification pursuant to Article VIII and this Article XI. X. The Indemnifying Party Party(ies) shall have the right, but not the obligation, and shall be afforded the opportunity by the Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Party.
Appears in 2 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Mitigation of Losses. An The Indemnified Parties shall procure that all commercially reasonable steps are taken and all commercially reasonable assistance is given to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article VIII. In the event an Indemnified Party shall use commercially reasonable efforts fails to so mitigate any Losses for which it is entitled to indemnification pursuant to this Article XI. The an indemnifiable Loss, the Indemnifying Party shall have the right, but not the obligation, and shall be afforded the opportunity by no liability for any portion of such Loss that could reasonably have been avoided had the Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before made such Losses actually are incurred by the Indemnified Partyefforts.
Appears in 1 contract
Samples: Share Purchase Agreement (Cb Richard Ellis Group Inc)
Mitigation of Losses. An Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article XI. X. The Indemnifying Party shall have the right, but not the obligation, and shall be afforded the opportunity by the Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Party.
Appears in 1 contract
Mitigation of Losses. An Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article XI. The Indemnifying Party shall have the right, but not the obligation, XII upon and shall be afforded the opportunity by the Indemnified Party after becoming aware of any event or condition that has given rise to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified PartyLosses.
Appears in 1 contract
Samples: Merger Agreement (Science Applications International Corp)
Mitigation of Losses. An Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article XIXII. The Indemnifying Party Indemnitor shall have the right, but not the obligation, and shall be afforded the opportunity by the Indemnified Party to the extent reasonably possible, to take all available steps to minimize Losses for which the Indemnified Party is entitled to indemnification before such Losses actually are incurred by the Indemnified Party.
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