Other Recoveries Sample Clauses

Other Recoveries. No Indemnified Party shall be entitled to recover any Loss under this Article VIII to the extent such Indemnified Party has recovered, reduced or setoff, or with respect to clause (i) of this Section 8.10 has the ability to receive the benefit of, such Loss from a third party based upon the same claim giving rise to such Damage under this Article VIII, including (i) amounts actually recovered, reduced or setoff pursuant to indemnification under any Contract or (ii) amounts actually recovered, reduced or setoff pursuant to any insurance policies held by or for the benefit of such Indemnified Party (including, for these purposes, any rights of the Company under any Contract or insurance policy to which it is a party or by which it receives benefits) (but no Indemnified Party shall be required to procure or maintain any particular insurance coverage) and the amount of any Loss shall be reduced by any amount actually received by such Indemnified Party with respect to such damages under any such insurance coverage; provided, however, that such recovery, reduction or setoff shall (A) be net of any reasonable third-party costs or expenses incurred by such Indemnified Party in obtaining such recovery, reduction or setoff, (B) not include any loans, contributions or payments from any Affiliate of such Indemnified Party to such Indemnifying Party (to the extent such Affiliate has not sought or is not seeking indemnification from the Indemnifying Party for such Damage) and (C) not include any amounts which are self-insured (whether through retention or otherwise). If such a recovery, reduction or setoff is actually received or enjoyed by an Indemnified Party after it receives payment under this Agreement with respect to any Loss from an Indemnifying Party, then a refund equal in aggregate amount of such recovery, reduction or setoff (net of reasonable third-party costs and expenses incurred in obtaining such recovery, reduction or setoff) will be made promptly to such Indemnifying Party, but only to the extent of the payment made by such Indemnifying Party to such Indemnified Party, with respect to such Loss.
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Other Recoveries. The Contractor shall identify the existence of potentially liable parties through the use of trauma code edits, utilizing diagnostic codes 800 to 999.9 (excluding code 994.6) external causes of injury codes E000 through E999, and
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Other Recoveries. The amount of any Losses recoverable by an Indemnified Party hereunder shall be reduced by the amount, if any, of the recovery (net of reasonable expenses incurred in obtaining said recovery) the Indemnified Party hereunder shall have received with respect thereto from any other party, person, or entity, other than an insurer of the Indemnified Party unless such insurer has expressly waived all rights of subrogation with respect to such recovery. In the event such a recovery is made by an Indemnified Party after it receives payment or other credit hereunder with respect to any Losses, then a refund equal in aggregate amount to the recovery, net of reasonable expenses incurred in obtaining that recovery, shall be made promptly to the Indemnifying Party making such payment. Without limiting the foregoing, in the event that a claim or benefit is created in connection with the occurrence of any Losses which have not been collected by the Indemnified Party at the time payment with respect to such Losses is made by the Indemnifying Party, the Indemnified Party shall assign such benefit or claim to the Indemnifying Party as a condition to the payment by the Indemnifying Party and shall cooperate with the Indemnifying Party in its efforts to collect any such benefit or claim. If such claim or benefit is not assignable under applicable laws, the Indemnified Party shall cooperate in good faith with the Indemnifying Party's efforts to collect such claim or benefit.
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Other Recoveries. (a) Notwithstanding anything to the contrary set forth in this Article VIII, the obligations of Indemnifying Persons under Section 8.01 and 8.02 in respect of any particular Losses shall be reduced by the amount of any Other Recoveries (as hereinafter defined) actually received (before or after indemnification hereunder) by or on behalf of the Indemnified Persons in reduction of such Losses. Any Indemnified Person who shall have received any indemnification payment hereunder (including in the form of NHTC Shares and Qualified Proceeds thereof) for any particular Losses shall, upon receipt of any Other Recoveries in reduction of such Losses, pay to the appropriate Indemnifying Person an amount equal to the lesser of (x) such Other Recoveries actually received, and (y) the amount of such indemnification payment (and/or the Fair Market Value of any such non-cash indemnification payment). The Company Stockholders and NHTC hereby agree to use their reasonable best efforts to (and shall cooperate with each other in order to) enforce their respective rights to any Other Recoveries, both prior to and after making any claim for indemnification hereunder. (b) For purposes of this Agreement, the term "Other Recoveries" shall mean the proceeds or other amounts realized or that may be realized under any insurance policy or other indemnity or hold harmless agreement (including, without limitation, those indemnity and hold harmless agreements established under the Ellon Acquisition Agreement, Fruitseng Acquisition Agreement and the MikeCo Acquisition Agreements).
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Other Recoveries. To the extent that an Indemnitee receives payment from any third parties or under any insurance policies on account of any claim, the amount, if any, payable by the Indemnifying Party on account of such claim shall be reduced by the amount of such payment or insurance proceeds, or if the Indemnitee shall have already collected on such claim from the Indemnifying Party, then the Indemnitee shall repay to such Indemnifying Party the amount of such payment actually received.
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Other Recoveries. The amount which an Indemnifying Party is required to pay to, for, or on behalf of any Indemnified Party pursuant to this Section 11 will be reduced by (a) any insurance proceeds actually recovered by the Indemnified Party, pursuant to the R&W Insurance Policy or otherwise, in reduction of the related indemnifiable Damages net of (i) any reasonable costs incurred in recovering such amounts under such insurance policies, and (ii) co-payment, retrospective premium adjustment, and increased premiums resulting from or related to the event resulting in indemnifiable Damages, (b) the Tax benefit actually realized by the Indemnified Party relating to the event resulting in indemnifiable Damages, (c) the amount of which the Damages of the Indemnified Party arises as a result of any new Legal Requirement not in force on the date of this Agreement (other than as contemplated by the proviso to Section 11.2(g)), (d) the amount, on a proportionate basis, by which the Damages have been increased by a negligent or intentional failure of the Indemnified Party or its Related Persons to mitigate the Damages; provided, however, that under no circumstances will any action by any Indemnified Party taken to comply with any applicable Legal Requirement constitute a failure to mitigate damages, and (e) with respect to claims of the Purchaser Indemnified Persons for the matters described in Section 11.2, the amount by which the Damage is covered by any reserve made for this specific category of claim set forth in the Interim Financial Statements.
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Other Recoveries. The amount which an Indemnifying Party is required to pay to, for, or on behalf of any Indemnified Party pursuant to this Article 10 will be reduced by (a) any insurance proceeds actually recovered by the Indemnified Party in reduction of the related indemnifiable Damages net of (i) any reasonable costs incurred in recovering such amounts under such insurance policies, and (ii) co-payment, retrospective premium adjustment, and increased premiums resulting from or related to the event resulting in indemnifiable Damages, and (b) the amount, on a proportionate basis, by which the Damages have been increased by a negligent or intentional failure of the Indemnified Party or its Related Persons to mitigate the Damages; provided, however, that under no circumstances will any action by any Indemnified Party taken to comply with any applicable Legal Requirement constitute a failure to mitigate damages.
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Other Recoveries. The amount of any Losses recoverable by an Indemnified Party hereunder shall be reduced by the amount, if any, of the recovery (net of reasonable expenses incurred in obtaining said recovery) the Indemnified Party hereunder shall have received with respect thereto from any other party, person, or entity, other than an insurer of the Indemnified Party unless such insurer has expressly waived all rights of subrogation with respect to such recovery. In the event such a recovery is made by an Indemnified
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Other Recoveries. Under no circumstances will the possibility of a future insurance recovery (other than under the RWI Policy) or other recovery be a basis (i) for reducing liability for Losses prior to the receipt of those insurance proceeds (other than under the RWI Policy) or other recovery, or (ii) for limiting, postponing or delaying satisfaction of any obligation under this Article VIII. If, following satisfaction of a party’s obligation under this Article VIII with respect to certain Xxxxxx, a party that received a payment under this Article VIII subsequently receives any insurance proceeds or other recovery, the party that receives the insurance proceeds or recovery will promptly pay-over to the party that made the payment under this Article VIII an amount necessary to avoid any double recovery arising out of the particular facts and circumstances for which the insurance proceeds or other recovery is received. Insurance proceeds or other recoveries required to be paid-over will be reduced, to the extent not taken into account when Losses were calculated, by any out-of-pocket costs or expenses incurred in connection with obtaining such insurance proceeds or other recovery. For avoidance of doubt, in no event shall Weld or Seller be liable for any Losses under Section 8.2(a) in excess of the Threshold unless the Purchaser Indemnitees have complied with their obligations under Section 8.5(d) and the insurer under the RWI Policy has denied coverage with respect thereto.
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Related to Other Recoveries

  • Recoveries (a) With respect to any Class of Certificates (other than the Class P Certificates) to which a Realized Loss has been allocated (including any such Class for which the related Class Principal Balance has been reduced to zero), the Class Principal Balance of such Class will be increased, up to the amount of related Non-PO Recoveries for such Distribution Date as follows: (i) first, the Class Principal Balance of each Class of Senior Certificates related to the Loan Group from which the Non-PO Recovery was collected, will be increased pro rata, up to the amount of Net Recovery Realized Losses for each such Class, and (ii) second, the Class Principal Balance of each Class of Group D-B Certificates (in the case of Non-PO Recoveries on Group 1 Mortgage Loans) or the Class Principal Balance of each Class of Group D-B Certificates (in the case of Non-PO Recoveries on Group 2 and Group 3 Mortgage Loans) will be increased in order of seniority, up to the amount of Net Recovery Realized Losses for each such Class. (b) Any increase in a Class Principal Balance on a Distribution Date pursuant to this Section 4.03 shall be made prior to giving effect to distributions on that Distribution Date. Any increase to the Class Principal Balance of a Class of Certificates shall increase the Certificate Balance of the related Class pro rata in accordance with each Certificate’s Percentage Interest.

  • Expenses and Recoveries The enforcing Party bringing a claim, suit or action under this Section 4.3 shall be solely responsible for any expenses incurred by such Party as a result of such claim, suit or action. If such Party recovers monetary damages in such claim, suit or action, except as otherwise agreed by the Parties in connection with a cost-sharing arrangement, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, and any remaining amounts shall be shared as follows: [***].

  • Allocation of Recoveries (a) If more than one of the parties hereto is damaged in a single loss for which recovery is received under the policy, each such party shall receive that portion of the recovery which represents the loss sustained by that party, unless the recovery is inadequate to fully indemnify such party sustaining loss. (b) If the recovery is inadequate to fully indemnify each such party sustaining a loss, the recovery shall be allocated among such parties as follows: (i) Each Party sustaining a loss shall be allocated an amount equal to the lesser of its actual loss or the minimum amount of policy which would be required to be maintained by such party under a single insured policy (determined as of the time of loss) in accordance with the provisions of Rule 17d-1(d)(7). (ii) The remaining portion of the proceeds shall be allocated to each party sustaining a loss not fully covered by the allocation under subparagraph (i) in the proportion that each such party's last payment of premium bears to the sum of the last such premium payments of all such parties. If such allocation would result in any party which had sustained a loss receiving a portion of the recovery in excess of the loss actually sustained, such excess portion shall be allocated among the other parties whose losses would not be fully indemnified. The allocation shall bear the same proportion as each such party's last payment of premium bears to the sum of the last premium payments of all parties entitled to receive a share of the excess. Any allocation in excess of a loss actually sustained by any such party shall be reallocated in the same manner.

  • Unanticipated Recoveries $ 0.00 --------------- B. Accrual Amount 1. Accrual Amount Class N/A $ N/A

  • Collections (a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices. (b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or (y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) non-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Servicer will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

  • Sharing of Recoveries Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

  • No Circular Recovery Notwithstanding anything to the contrary herein, the Contributors hereby agree that the Contributors shall not make any claim for indemnification against Buyer or the Company by reason of the fact that a Contributor was a controlling person, officer or manager, of the Company or was serving as such for another Person at the request of the Company (whether such claim is for Damages of any kind or otherwise and whether such claim is pursuant to any Law, organizational or governance document, contract or otherwise) with respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement, any other Transaction Document or any of the transactions contemplated hereby or thereby. With respect to any claim brought by a Buyer Indemnitee under this Agreement or otherwise relating to this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby, the Contributors expressly waive any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to any amounts owed by the Contributors hereunder.

  • Accountings Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with HIPAA.

  • Information Collection Information collection activities performed under this award are the responsibility of the awardee, and NSF support of the project does not constitute NSF approval of the survey design, questionnaire content or information collection procedures. The awardee shall not represent to respondents that such information is being collected for or in association with the National Science Foundation or any other Government agency without the specific written approval of such information collection plan or device by the Foundation. This requirement, however, is not intended to preclude mention of NSF support of the project in response to an inquiry or acknowledgment of such support in any publication of this information.

  • Disaster Recovery PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement.

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