Common use of Other Recoveries Clause in Contracts

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.

Other Recoveries. No Any Adverse Consequence for which a party hereto seeks indemnification under this Section 11 or Section 12 (any such party, an “Indemnified Party”) shall take into account the proceeds actually received from any insurance policies by which or any third party from which such Indemnified Party is entitled to proceeds with respect to such Adverse Consequence (the “Insurance Recovery Amount”). Any indemnification payment made under this Section 11 or Section 12 shall initially be made without regard to this Section 11.4(a), and the Indemnified Party shall remit to the party indemnifying the Indemnified Party (the “Indemnifying Party”) the Insurance Recovery Amount when the Indemnified Party actually receives such amount. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its Claim as may be available under any insurance policy or from any third party; provided, that the Indemnified Party shall not be obligated to institute any lawsuit to recover any such amount. To the extent an Indemnifying Party indemnifies an Indemnified Party on any Claim referred to in this Section 11.4(a), the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such insurance, warranty coverage or third-party claim, or in the event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate, at the Indemnifying Party’s expense. The Indemnifying Party shall be entitled to retain for its own account such amount as necessary to recover any Loss under this Article VIII the Indemnifying Party’s costs and expenses related 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 pursuit and defense 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 claim. The Indemnified Party shall be required to procure or maintain any particular insurance coverage) provide the Indemnifying Party reasonable assistance in prosecuting such claim, at the expense of the Indemnifying Party, including making the Indemnified Party’s books and the amount of any Loss shall be reduced by any amount actually received by such Indemnified Party with respect records relating to such damages under any such insurance coverageclaim available and making its and its Affiliates employees available for interviews, depositions, testimony and similar matters; provided, however, that such recovery, reduction assistance shall not unreasonably interfere with the business of the Indemnified Parties or setoff shall (A) be net of any reasonable third-party costs or expenses incurred by such its Affiliates. If the Indemnified Party in obtaining such recovery, reduction or setoff, (B) not include its Affiliates recover from a third party any loans, contributions or payments from any Affiliate part of such Indemnified Party to such Indemnifying Party (to the extent such Affiliate has not sought or is not seeking indemnification from a Claim that had been paid by the Indemnifying Party for such Damage) and (C) not include any amounts which are self-insured (whether through retention or otherwise). If such a recoverypursuant to its indemnification obligations hereunder, reduction or setoff is actually received or enjoyed by an the Indemnified Party after it receives payment under this Agreement with respect shall promptly remit to any Loss from an the Indemnifying Party, then a refund equal in aggregate Party the 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 recovery without regard to the extent of the payment made by such Indemnifying Party to such Indemnified Party, with respect to such Losstime limitations imposed under this Section 11.

Other Recoveries. No Any Adverse Consequence for which a party hereto seeks indemnification under this Article 8 or Article 10 (any such party, an “Indemnified Party”) shall take into account the proceeds actually received from any insurance policies by which or any third party from which such Indemnified Party is entitled to proceeds with respect to such Adverse Consequence (the “Insurance Recovery Amount”). Any indemnification payment made under this Article 8 shall initially be made without regard to this Section 8.4(a), and the Indemnified Party shall remit to the party indemnifying the Indemnified Party (the “Indemnifying Party”) the Insurance Recovery Amount when the Indemnified Party actually receives such amount. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its Claim as may be available under any insurance policy or from any third party; provided that the Indemnified Party shall not be obligated to institute any lawsuit to recover any such amount. To the extent an Indemnifying Party indemnifies an Indemnified Party on any Claim referred to in this Section 8.4(a), the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such insurance, warranty coverage or third-party claim, or in the event assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate, at the Indemnifying Party’s expense. The Indemnifying Party shall be entitled to retain for its own account such amount as necessary to recover any Loss under this Article VIII the Indemnifying Party’s costs and expenses related 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 pursuit and defense 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 claim. The Indemnified Party shall be required to procure or maintain any particular insurance coverage) provide the Indemnifying Party reasonable assistance in prosecuting such claim, at the expense of the Indemnifying Party, including making the Indemnified Party’s books and the amount of any Loss shall be reduced by any amount actually received by such Indemnified Party with respect records relating to such damages under claim available and making its and its Affiliates (including any such insurance coverageCompany) employees available for interviews, depositions, testimony and similar matters; provided, however, that such recovery, reduction assistance shall not unreasonably interfere with the business of the Indemnified Parties or setoff shall (A) be net of any reasonable third-party costs or expenses incurred by such its Affiliates. If the Indemnified Party in obtaining such recovery, reduction or setoff, its Affiliates (Bincluding any Company) not include recover from a third party any loans, contributions or payments from any Affiliate part of such Indemnified Party to such Indemnifying Party (to the extent such Affiliate has not sought or is not seeking indemnification from a Claim that had been paid by the Indemnifying Party for such Damage) and (C) not include any amounts which are self-insured (whether through retention or otherwise). If such a recoverypursuant to its indemnification obligations hereunder, reduction or setoff is actually received or enjoyed by an the Indemnified Party after it receives payment under this Agreement with respect shall promptly remit to any Loss from an the Indemnifying Party, then a refund equal in aggregate Party the 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 recovery without regard to the extent of the payment made by such Indemnifying Party to such Indemnified Party, with respect to such Losstime limitations imposed under this Article 8 or under Article 10.