No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party has been indemnified or reimbursed for such amount under any other provision of this Agreement or otherwise. The amount of any indemnification payable under this Agreement will be net of the receipt of any insurance proceeds paid or payable to the Indemnified Party under any policies of insurance covering the Loss giving rise to the claim. The Indemnified Party will use commercially reasonable efforts to collect any such insurance and will account to the Indemnifying Party therefor. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a claim under this Agreement, the Indemnified Party receives payment in respect of the Loss underlying such claim through recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against another Person, the amount of such payment, less any costs, expenses or premiums incurred directly in connection therewith, will promptly be repaid by the Indemnified Party to the Indemnifying Party.
No Double Recovery; Use of Insurance. Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent (and only to the extent) such Indemnified Party has previously been indemnified or reimbursed for such amount by an unaffiliated third party under any other provision of this Agreement or otherwise. The amount of any indemnification payable under this Agreement will be net of any insurance proceeds received by the Indemnified Party under any third party policies of insurance covering the Loss giving rise to the claim, net of any costs, expenses (including reasonable fees and expenses of attorneys), deductibles or retentions incurred in connection with or as a result of collecting such proceeds. The Indemnified Party will use commercially reasonable efforts to collect any such third party insurance and will account to the Indemnifying Party therefor, but shall in no event be required to engage counsel or file suit against any third party insurer. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a claim under this Agreement, the Indemnified Party receives payment in respect of the Loss underlying such claim through recovery, settlement or otherwise under or pursuant to any third party insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against a third party, the amount of such payment, less any costs, expenses (including reasonable fees and expenses of attorneys), deductibles or retentions incurred in connection with or as a result of collecting such payment, up to the amount of the indemnity payment previously received from the Indemnifying Party, will promptly be repaid by the Indemnified Party to the Indemnifying Party. Nothing under this Section 7.5 shall limit, delay or otherwise affect the rights of any Indemnified Party pursuant to this Article VII.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, neither Company nor any Purchaser shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or any Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any other Transaction Document. Furthermore, in the event any Losses related to a claim by an Indemnified Party are covered by insurance, the Indemnified Party agrees to use commercially reasonable efforts to seek recovery under such insurance and the Indemnified Party shall refund to the Indemnifying Party amounts of insurance actually received up to the amount of indemnification payments actually received with respect to such Losses to the extent the Indemnified Party recovers from the insurance.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or the Schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any losses, liabilities or damages related to a claim by a Buyer Indemnified Person are covered by insurance, Buyer agrees to use commercially reasonable efforts to seek recovery under such insurance and Buyer shall not be entitled to recover from Seller (and shall refund amounts received up to the amount of indemnification actually received) with respect to such damages to the extent Buyer recovers any applicable insurance payment.
No Double Recovery; Use of Insurance. 65 Section 9.08 Treatment of Indemnity Payments Between the Parties 66 Section 9.09 Remedies 66 Section 9.10 Role of Sellers Representative 66 ARTICLE X TERMINATION 66 Section 10.01 Termination 66 Section 10.02 Effect of Termination 67 Section 10.03 Termination Fee 67 ARTICLE XI GENERAL PROVISIONS 69 Section 11.01 Expenses 69 Section 11.02 Notices 69 Section 11.03 Public Announcements 70 Section 11.04 Severability 70 Section 11.05 Entire Agreement 71 Section 11.06 Assignment 71 Section 11.07 Amendment 71 Section 11.08 Waiver 71 Section 11.09 No Third Party Beneficiaries 71 Section 11.10 Governing Law; Submission to Jurisdiction 71 Section 11.11 Waiver of Jury Trial 72 Section 11.12 Attorneys’ Fees 72 Section 11.13 Counterparts 72 Section 11.14 Disclosure Schedules 72
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Party shall be entitled to reimbursement under any provision of this Agreement for any amount to the extent such Party has previously been reimbursed for such amount under any other provision of this Agreement. Furthermore, in the event any Damages related to a claim by an Indemnified Party are covered by insurance, the Indemnified Party shall not be entitled to recover from the Indemnifying Party (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Damages (but only to the extent the Indemnified Party actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the insurer through adjustments to past, present or future premiums or other similar mechanisms within the three (3) year period following the date of the claim giving rise to such adjustments; provided, however, that in no event shall the Indemnifying Party be liable for such adjustments to past, present or future premiums as a result of this sentence to the extent that such adjustments are greater than or equal to the amount of the insured losses, liabilities or damages). The Indemnified Party will use commercially reasonable efforts to collect any such insurance and will account to the Indemnifying Party therefor but for the avoidance of doubt, the Indemnified Party is not required to pursue or exhaust any insurance remedies prior to bringing an indemnification claim hereunder.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Disclosure Schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any losses, liabilities or damages related to a claim by Buyer or Sellers are covered by insurance, Buyer or Sellers, as applicable, agree to use commercially reasonable efforts to seek recovery under such insurance and neither Buyer nor Sellers shall be entitled to recover from the other (and shall refund amounts received, less expenses incurred, up to the amount of indemnification actually received) with respect to such damages to the extent the claiming Party recovers the insurance payment specified in the policy.
No Double Recovery; Use of Insurance. Notwithstanding anything ------------------------------------ herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Schedules attached hereto, Sellers' Disclosure Letter, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Damages related to a claim by Buyer are covered by insurance, except insurance obtained by the Buyer or the Companies and their Subsidiaries after the Closing Date to the extent and only to the extent it provides coverage or limits not offered by insurance policies maintained by the Companies and their Subsidiaries immediately prior to the Closing Date, Buyer agrees to use commercially reasonable efforts to seek recovery under such insurance and Buyer shall not be entitled to recover from the Sellers (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Damages to the extent, and only to the extent, any of Buyer, the Companies and their Subsidiaries recovers under any such insurance policy.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Disclosure Schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Losses related to a claim by the Company or the Shareholder are covered by insurance, the Shareholder or the Company, as applicable, agree to use commercially reasonable efforts to seek recovery under such insurance and neither the Company nor the Shareholder shall be entitled to recover from the other (and shall refund amounts received, less expenses incurred, up to the amount of indemnification actually received) with respect to such Losses to the extent the claiming Party recovers the insurance payment specified in the policy.
No Double Recovery; Use of Insurance. Notwithstanding anything in this Agreement to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Schedules attached hereto, or any other document executed in connection with this Agreement or the Ancillary Agreements. Furthermore, if any losses, liabilities or damages related to a claim by the Buyer are covered by insurance, the Buyer shall use commercially reasonable efforts to seek recovery under such insurance, and shall refund amounts received from the Shareholders with respect to such damages to the extent the Buyer recovers the insurance payment specified in the policy. The Buyer agrees to maintain the insurance coverage listed in Schedule 7.8 for a period of eighteen (18) months following the Closing Date.
