Common use of Mitigation Clause in Contracts

Mitigation. Each of the parties hereto agrees to take commercial reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunder.

Appears in 34 contracts

Samples: Agreement of Purchase and Sale and Agreement to Enter Into Lease (Ducommun Inc /De/), Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/)

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Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or which would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 20 contracts

Samples: Asset Purchase Agreement, Asset Exchange Agreement (Coca Cola Bottling Co Consolidated /De/), Asset Purchase Agreement (Coca Cola Bottling Co Consolidated /De/)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Ace LTD), Purchase Agreement (Saks Inc), Purchase Agreement (Bon Ton Stores Inc)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification Loss that is indemnifiable hereunder.

Appears in 8 contracts

Samples: Merger Agreement (JetPay Corp), Unit Purchase Agreement (JetPay Corp), Merger Agreement (Universal Business Payment Solutions Acquisition Corp)

Mitigation. Each of the parties hereto Parties agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 7 contracts

Samples: Merger Agreement (Apollo Medical Holdings, Inc.), Asset Purchase Agreement (Market Leader, Inc.), Asset Purchase Agreement (Tree.com, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or which would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Rli Corp), Purchase Agreement (Osi Systems Inc), Transaction Agreement (General Electric Co)

Mitigation. Each of the parties hereto agrees to shall, and shall cause its applicable Affiliates and Representatives to, take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Freds Inc)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their its respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would could reasonably be expected to give rise to, to any Losses for which it would have indemnifiable under this Article X; provided, that the right foregoing shall not be deemed to seek indemnification hereunderimpose any obligation or duty to initiate any Actions.

Appears in 4 contracts

Samples: Purchase Agreement (Halyard Health, Inc.), Purchase Agreement (Owens & Minor Inc/Va/), Purchase Agreement (Halyard Health, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial use its commercially reasonable steps efforts to mitigate their its respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 4 contracts

Samples: Transaction Agreement (Ameren Energy Generating Co), Transaction Agreement (Dynegy Inc.), Purchase and Sale Agreement (United Technologies Corp /De/)

Mitigation. Each of the parties hereto agrees to Party shall, and shall cause its Affiliates and Representatives to, take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to to, or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereunderthat are indemnifiable in this Agreement.

Appears in 4 contracts

Samples: Separation and Sale Agreement (International Game Technology PLC), Separation and Sale Agreement (Everi Holdings Inc.), Separation and Distribution Agreement (International Game Technology PLC)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 4 contracts

Samples: Share Purchase Agreement, Asset Purchase Agreement (Sunshine Heart, Inc.), Purchase Agreement (Del Monte Corp)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification or Expenses that are indemnifiable hereunder.

Appears in 3 contracts

Samples: Equity Purchase Agreement, Equity Purchase Agreement (Impac Mortgage Holdings Inc), Equity Purchase Agreement

Mitigation. Each of the parties hereto agrees to take commercial use its commercially reasonable steps efforts to mitigate their its respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Stock and Asset Purchase Agreement (Kellogg Co), Asset Purchase Agreement (Woodward, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial all ---------- reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp), Purchase Agreement (Aramark Worldwide Corp)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would event which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc), Asset Purchase Agreement (North American Scientific Inc)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.), Stock Purchase Agreement (Catalyst Health Solutions, Inc.), Share Purchase Agreement (Gallagher Arthur J & Co)

Mitigation. Each of the parties hereto agrees to take commercial use commercially reasonable steps efforts to mitigate their its respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification hereunderindemnifiable under this ARTICLE VIII.

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement (Red Lion Hotels CORP), Purchase Agreement (Red Lion Hotels CORP)

Mitigation. Each of the parties hereto party agrees to take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given conditions giving rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 2 contracts

Samples: Merger Agreement (Mantech International Corp), Merger Agreement (Mantech International Corp)

Mitigation. Each Except as otherwise specified herein, each of the parties hereto agrees to take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or which would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Prudential Financial Inc)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to avoid, minimize and mitigate their respective its Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have that are indemnifiable hereunder, in each case to the right to seek indemnification hereunderextent required by and in accordance with New York Law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Harsco Corp), Asset Purchase Agreement (Chart Industries Inc)

Mitigation. Each of the parties hereto agrees agree to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Nabi /De/), Agreement for Purchase and Sale of Assets (Nabi Biopharmaceuticals)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Fuelcell Energy Inc), Stock Purchase Agreement (Aon Corp)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses ---------- and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Emmis Operating Co), Asset Purchase Agreement (Emmis Operating Co)

Mitigation. Each of the parties hereto Parties agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and Losses, with the obligation to mitigate to commence, respectively, within a reasonable time after becoming aware the Party's knowledge of any fact, event, circumstance the relevant event or condition that has given which would give rise to or would reasonably be expected to give rise to, any Losses for which it would have that are indemnifiable hereunder, in each case solely to the right to seek indemnification hereunderextent required by applicable Laws or Regulations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cas Medical Systems Inc), Asset Purchase Agreement (Cas Medical Systems Inc)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to would, individually or would in the aggregate, reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Labranche & Co Inc)

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Mitigation. Each of the parties hereto Parties agrees to take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, any Losses for which it would have the right is entitled to seek indemnification hereunderunder this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Rocky Brands, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their its respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Purchase Agreement (American International Group, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance or condition that has given rise to or would event which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Italian Pasta Co)

Mitigation. Each of the parties hereto Parties agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance condition or condition that has given event which may give rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification hereundermay be sought under this Article 8.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Lime Energy Co.)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dolan Co.)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

Mitigation. Each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Rush Financial Technologies Inc)

Mitigation. Each of the parties party hereto agrees to take commercial use its commercially reasonable steps efforts to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Equity Purchase Agreement (Whole Earth Brands, Inc.)

Mitigation. Each of the parties hereto agrees to take commercial commercially reasonable steps to mitigate their respective its Losses and Expenses upon and after an officer of such party becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Servicemaster Co)

Mitigation. Each of the parties hereto Parties agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and Losses, with the obligation to mitigate to commence, respectively, within a reasonable time after becoming aware the Party’s knowledge of any fact, event, circumstance the relevant event or condition that has given which would give rise to or would reasonably be expected to give rise to, any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cas Medical Systems Inc)

Mitigation. Each of the parties hereto agrees to take commercial commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or which would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Banc of California, Inc.)

Mitigation. Each of the parties hereto Parties agrees to take commercial reasonable steps to mitigate their its respective Losses upon and after becoming aware of any factLosses that are indemnifiable hereunder; provided, eventthat any fees, circumstance or condition that has given rise costs and expenses incurred as a result of such efforts to or would reasonably mitigate shall be expected deemed to give rise to, any Losses for which it would have the right to seek indemnification hereunderbe indemnifiable Losses.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Gencorp Inc)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses and Expenses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would which could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification and Expenses that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fountain Powerboat Industries Inc)

Mitigation. Each of the parties hereto agrees to take commercial all commercially reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or would could reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement

Mitigation. Each In addition, each of the parties hereto agrees to take commercial all reasonable steps to mitigate their respective Losses upon and after becoming aware of any fact, event, circumstance event or condition that has given rise to or which would reasonably be expected to give rise to, to any Losses for which it would have the right to seek indemnification that are indemnifiable hereunder.

Appears in 1 contract

Samples: Master Transaction Agreement (National General Holdings Corp.)

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