Mitigation; Subrogation Sample Clauses

Mitigation; Subrogation. The Indemnified Party shall take all ----------------------- commercially reasonable steps to mitigate all indemnifiable damages after becoming aware of any event which would reasonably be expected to give rise to any indemnifiable damages of the Indemnifying Party. To the extent that an Indemnifying Party has discharged any claim for indemnification hereunder, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against third parties.
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Mitigation; Subrogation. (a) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Loss suffered, incurred or sustained by it arising out of any matter for which it is entitled to indemnification herein, upon its having obtained actual knowledge of such matter giving rise to such Loss. In the event that an Indemnified Party shall fail to make such commercially reasonable efforts to mitigate such Loss, then notwithstanding anything else to the contrary contained herein, the Indemnifying Party shall not be required to indemnify the Indemnified Party for any Loss that could reasonably be expected to have been avoided had the Indemnified Party made such efforts. (b) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this ARTICLE X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnifying Party may have against any other parties with respect to the subject matter underlying such indemnification claim, and such Indemnified Party shall, to the extent reasonably requested by the Indemnifying Party, cooperate in the enforcement of such rights against such third party. (c) In calculating the amount of any Loss for which any Indemnifying Party is liable under this ARTICLE X, there shall be deducted the amount of any insurance recoveries, excluding any amounts which are in effect self-insured whether through retention amounts or otherwise, the Indemnified Party in fact receives as a direct consequence of the circumstances to which the Loss related or from which the Loss resulted or arose. The Indemnified Party agrees to make a claim against any applicable insurance coverage, including, if applicable, the insurance coverage for the Company to seek recovery for any Loss, and the Indemnifying Party shall have the right to pursue such recovery against any such insurance coverage in the name of the insured; provided, however, that the foregoing shall not materially delay the Indemnified Party’s right to receive indemnification hereunder. (d) Notwithstanding anything in this Agreement to the contrary, in the event that the existence of an obligation for the payment of money to a third party causes any representation or warranty of the Seller contained in ARTICLE IV to be untrue or incorrect, then, upon the Seller’s payment in full and discharge of such obligation, the Seller’s indemnification obligations in respect of any Losses resulting from, arising out of, based on or relatin...
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Mitigation; Subrogation. Seller, Shareholders and the Buyer, as applicable, shall take all reasonable steps to mitigate indemnifiable damages upon and after having actual knowledge of any event that gives rise to a legal right to indemnification hereunder, including incurring costs and expenses only to the extent necessary to remedy the breach which gives rise to the damage or remedy. To the extent that an indemnifying party has discharged any claim for indemnification hereunder, the indemnifying party shall be subrogated to all rights of the indemnified party against any third party.
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Mitigation; Subrogation. (a) The Parent Parties, on the one hand, and the Representative, on the other hand, shall cooperate with respect to resolving any claim or liability with respect to which the Indemnitors have indemnification obligations hereunder, including, with respect to the Indemnitee, by exercising commercially reasonable efforts to mitigate or resolve any Indemnification Claim or Losses, which in the absence of such mitigation might increase Losses in respect of such Indemnification Claim. (b) The Indemnitee shall exercise commercially reasonable efforts to seek full recovery from any third parties and under all insurance policies covering any Loss to the same extent as it would if such Loss were not subject to indemnification pursuant to the terms of this Agreement. In the event that any payment is made in respect of Losses, the Indemnitor who made such payment shall be subrogated to the extent of such payment to any related rights of recovery of the Indemnitee receiving such payment against any third party; provided that any Indemnitor exercising such subrogation rights shall consult in good faith with the Indemnitee prior to and during the course of seeking any recovery.
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Mitigation; Subrogation. Each of the Parties agrees, to the extent required by applicable Law, to use its commercially reasonable efforts to mitigate its respective Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.
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Mitigation; Subrogation. The Seller Indemnitees’ right to indemnification pursuant to this Agreement on account of any Losses shall be reduced by (i) all insurance or other proceeds recovered or recoverable by the Seller Indemnitees from third parties, including, without limitation, pursuant to indemnification obligations of third parties, and (ii) the amount of any Tax Benefit realized by any Seller Indemnitee or its Affiliates as a result of such Losses. If any Seller Indemnitee or any of its Affiliates realizes a Tax Benefit and such Tax Benefit was included in the computation of the Loss, within ten (10) days of filing the Tax Return claiming the Tax Benefit (or, to the extent the Tax Benefit is in the form of a refund, within ten (10) days of receiving the refund from the Governmental Authority), pay to the Purchaser Parent the amount of such Tax Benefit. Sellers shall take all commercially reasonable actions to timely claim any Tax Benefit that will reduce the amount of a Loss, or give rise to a payment to or for the benefit of Purchasers, under this Section 6.6(b). If Sellers fail to pursue recoveries under any “occurrence” based insurance policies or other third party indemnities, then Purchasers shall have the right of subrogation to pursue such insurance policies or other third party indemnities and may take any reasonable actions necessary to pursue such rights of subrogation in their name or the name of the party from whom subrogation is obtained. Sellers shall cooperate with Purchasers to pursue any such subrogation claim.
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Related to Mitigation; Subrogation

  • ▇▇▇▇▇▇ OF SUBROGATION Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

  • Waivers of Subrogation To the fullest extent permitted by law, the Contractor hereby waives its rights and its insurer(s)’ rights of recovery against County under all the Required Insurance for any loss arising from or relating to this Contract. The Contractor shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to effect such waiver.

  • Waiver of Subrogation Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

  • Rights of Subrogation No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.

  • SALVAGE AND SUBROGATION The Reinsurer shall be credited with salvage (i.e., reimbursement obtained or recovery made by the Company, less the actual cost, excluding salaries of officials and employees of the Company and sums paid to attorneys as retainer, of obtaining such reimbursement or making such recovery) on account of claims and settlements involving reinsurance hereunder. Salvage thereon shall always be used to reimburse the excess carriers in the reverse order of their priority according to their participation before being used in any way to reimburse the Company for its primary loss. The Company hereby agrees to enforce its rights to salvage or subrogation relating to any loss, a part of which loss was sustained by the Reinsurer, and to prosecute all claims arising out of such rights.