Payment Adjustments for Insurance Proceeds Sample Clauses

Payment Adjustments for Insurance Proceeds. Payments by Sellers under this Article 6 in respect of any Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds actually received by Buyer in respect of any such indemnity claim (and which would have been received if the deductible on any such paid claim had been $15,000), less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs. Buyer shall use commercially reasonable efforts to seek to recover any insurance proceeds in connection with making an indemnity claim under Section 6.1. To the extent an indemnification claim will be covered by insurance, the time period for Sellers pay Buyer the amount of the claim shall be tolled until payment on the claim is made by the insurance company. Within three (3) business days after receipt of the insurance proceeds, Sellers shall pay to Buyer an amount equal to the excess of (i) the total dollar amount of the indemnity claim plus any related costs and expenses, including the aggregate cost of pursuing the insurance claim and any related increases in insurance premiums or other charge-backs, over (ii) the insurance proceeds actually received by Buyer in respect of such indemnity claim (such excess amount, the “Net Indemnity Claim”). Buyer shall have the right, exercisable by Buyer in its sole discretion, to withhold payment of any then-current or future amounts payable by Buyer to Sellers, including, without limitation, with respect to Earn-Out Payments payable by Buyer to Seller under Section 1.2.3, during the pendency of any insurance claim under this Section 6.3. Once Buyer receives insurance proceeds with respect to the claim, Buyer shall have the right, in its sole discretion, to set off against or reduce such withheld amounts in satisfaction of some or all of the Net Indemnity Claim; provided, however, that the failure of Buyer to exercise its setoff rights provided for hereunder shall not impair or limit its right to exercise such rights at any other time nor limit in any way any other rights or remedies available to it under this Agreement or in law or equity.
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Payment Adjustments for Insurance Proceeds. Payments by Indemnifying Party under Section 1. (Indemnification) in respect of any Losses are limited to the amount ofany liability or damage that remains after deducting there from any insurance proceeds and any indemnity, contribution or other similar payment actually received by Indemnified Party in respect ofany such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs. Indemnified Party' shall use its commercially reasonable efforts to seek to recover any insurance proceeds in connection with making a claim under this Section 2.3 (Payment Adjustments for Insurance Proceeds). Promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, Indemnified Party shall reimburse Indemnifying Party for such reduction in Losses for which Indemnified Party was paid under Section 1. (Indemnification) before the realization ofreduction of such Losses.
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Payment Adjustments for Insurance Proceeds. Payments by an Indemnifying Party under this ARTICLE 9 in respect of any Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by an Indemnified Party in respect of any such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims (but not including any related increases in insurance premiums or other charge-backs). Each Indemnified Party shall use commercially reasonable efforts to seek to recover any insurance proceeds in connection with making a claim under this ARTICLE 9. Promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was paid under this ARTICLE 9 before the realization of reduction of such Losses.
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Payment Adjustments for Insurance Proceeds. Payments by an Indemnifying Party in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (net of increases in premiums as a result thereof) and any indemnity, contribution or other similar payment received by the Indemnitee in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses.
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Payment Adjustments for Insurance Proceeds. The obligation of an Indemnifying Party to indemnify an Indemnified Party for Claims under this Article 6 shall be reduced by the amount of any insurance proceeds actually received by such Indemnified Party from third party insurers with respect to such Claims. The Indemnified Party shall undertake good faith efforts to make and pursue claims against third party insurance providers with respect to such Claims to the extent applicable, except that no Indemnified Party shall be required to commence or otherwise participate in Litigation in respect of such claims.
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Payment Adjustments for Insurance Proceeds. Payments by Indemnifying Party under this Agreement in respect of any Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution, or other similar payment actually received by any Indemnitee in respect of any such indemnity claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other charge-backs. Promptly after the realization of any insurance proceeds, indemnity, contribution, or other similar payment, each Indemnitee shall reimburse Indemnifying Party for such reduction in Losses for which such Indemnitee was paid under this Agreement before the realization of reduction of such Losses.
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Payment Adjustments for Insurance Proceeds. (a) With respect to any Losses that would have been covered under Buyer’s E&O Policy had the events giving rise to such Losses occurred on or after the Closing Date, payments by Sellers under this Article 6 in respect of such Losses are limited to the amount of any liability or damage that remains after deducting therefrom the applicable threshold amount set forth on Schedule 6.3 hereto (each, a “Threshold Amount”), less any related costs and expenses, including the aggregate cost to Buyer of pursuing any related Tail Coverage claims; provided, however, that payments by Sellers under this Article 6 in respect of such Losses shall not be limited by any Threshold Amount, and shall instead be limited solely, if at all, by the amount covered and actually paid by the Tail Coverage, to the extent that either Seller or the Company had actual knowledge of events reasonably likely to lead to a Loss and failed to disclose such events or potential Loss in writing to Buyer as of the date hereof (such Loss a “Known Loss”).
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Related to Payment Adjustments for Insurance Proceeds

  • Allocation of Insurance Proceeds Except as otherwise provided in Section 11.3, Insurance Proceeds received with respect to suits, occurrences, claims, costs and expenses covered under the Shared Policies shall be paid to Tyco with respect to Tyco Retained Liabilities, to Healthcare with respect to Healthcare Liabilities, and to Electronics with respect to Electronics Liabilities. In the event that the aggregate limits on any Shared Policies are exhausted by the payment of Insured Claims by the relevant Parties, such Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total insured claim or claims which were covered under such Shared Policy (their “allocable portion of Insurance Proceeds”), and any Party who has received Insurance Proceeds in excess of such Party’s allocable portion of Insurance Proceeds shall pay to the other Party or Parties the appropriate amount so that each Party will have received its allocable portion of Insurance Proceeds. Each of the Parties agrees to use best efforts to maximize available coverage under those Shared Policies applicable to it for the benefit of all Parties, and to take all commercially reasonable steps to recover from all other responsible parties (except the Parties) in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

  • Use of Insurance Proceeds The Contractor shall immediately use any payment received from insurance coverages to remediate civil or environmental damages, and to repair or replace any damaged or destroyed Materials. If an insurance company withholds payment on a claim, the Contractor shall assume the Costs of repair or replacement.

  • Insurance Proceeds All proceeds of and any unearned premiums on any insurance policies covering the Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Property;

  • Application of Insurance Proceeds Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.

  • Insufficient Insurance Proceeds If the cost of the repair or restoration of the applicable Facility exceeds the amount of insurance proceeds received by Landlord and Tenant pursuant to Section 9.1, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that, if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant, given within sixty (60) days after Tenant’s notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other, whereupon, this Agreement shall so terminate and insurance proceeds shall be distributed as provided in Section 10.2.1. It is expressly understood and agreed, however, that, notwithstanding anything in this Agreement to the contrary, Tenant shall be strictly liable and solely responsible for the amount of any deductible and shall, upon any insurable loss, pay over the amount of such deductible to Landlord at the time and in the manner herein provided for payment of the applicable proceeds to Landlord.

  • Condemnation Awards and Insurance Proceeds Mortgagor assigns all awards and compensation to which it is entitled for any condemnation or other taking, or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to collect and receive such awards and compensation and to give proper receipts and acquittances therefor, subject to the terms of the Credit Agreement. Mortgagor assigns to Mortgagee all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property, subject to the terms of the Credit Agreement. Mortgagor authorizes Mortgagee to collect and receive such proceeds and authorizes and directs the issuer of each of such insurance policies to make payment for all such losses directly to Mortgagee, instead of to Mortgagor and Mortgagee jointly, subject to the terms of the Credit Agreement.

  • Distributions to Certificateholders; Payment of Special Primary Insurance Premiums (a) On each Distribution Date, the Trustee (or any duly appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the Class R-2 Residual Interest), all in accordance with the written statement received from the Master Servicer pursuant to Section 4.02(b). Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be distributed by means of payment acceptable to the insurer under the respective Special Primary Insurance Policy. Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.

  • Allocation of Premiums No premium shall be paid under the Bond unless the Board of Trustees of the Trust, including a majority of those Trustees who are not “interested persons” of the Trust as defined by Section 2(a)(19) of the 1940 Act, shall approve the portion of the premium to be paid by the Trust, on behalf of each Fund. The premium payable on the Bond shall be allocated between the Trust and the Manager as determined by the Board of Trustees of the Trust.

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