Common use of Recourse Against Insurance Clause in Contracts

Recourse Against Insurance. Notwithstanding anything to the contrary in this Article VI, no Indemnified Party shall be deemed to have incurred Losses (or a portion thereof) to the extent that such Indemnified Party actually receives recovery under insurance coverage with respect to such Losses, provided that in no event shall any indemnification payment be delayed in anticipation of the receipt of any insurance proceeds. Purchaser agrees to, and to cause its Affiliates (including the Acquired Companies following the Closing) to: (a) in good faith, diligently seek recovery of all insurance proceeds from insurers with respect to all Losses with respect to which any Purchaser Indemnitee makes a claim for indemnification under this Article VI (it being agreed and acknowledged that any costs or expenses incurred by Purchaser or its Affiliates in seeking such recovery in good faith shall be indemnifiable Losses pursuant to this Article VI) and (b) keep Parent informed on a reasonably current basis and in reasonable detail of the status of all material matters related thereto. To the extent that the Indemnified Party is a Purchaser Indemnitee and such Purchaser Indemnitee or any of its Affiliates receives any amount under insurance coverage with respect to such amount in which a Purchaser Indemnitee has previously obtained payment in indemnification under this Article VI, Purchaser shall, as soon as reasonably practicable after the receipt of such insurance proceeds, pay and reimburse to Parent for any prior indemnification payment by them (up to the amount of the insurance proceeds, less any premium adjustments directly attributable thereto, costs or expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceeds). To the extent that the Indemnified Party is a Parent Indemnitee and such Parent Indemnitee or any of its Affiliates receives any amount under insurance coverage with respect to a matter for which a Parent Indemnitee has previously obtained payment in indemnification under this Article VI, Parent shall, as soon as reasonably practicable after the receipt of such insurance proceeds, pay and reimburse to Purchaser for any prior indemnification payment by Purchaser (up to the amount of the insurance proceeds, less any premium adjustments directly attributable thereto, costs or expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceeds).

Recourse Against Insurance. Notwithstanding anything The amount of any claim for indemnification by any Indemnified Party pursuant to the contrary in this Article VI, no VI shall be reduced to reflect any insurance proceeds recoverable by and actually paid to any Indemnified Party shall be deemed to have incurred Losses (or a portion thereof) to the extent that such Indemnified Party actually receives recovery under insurance coverage with respect to the matter giving rise to such Lossesclaim, provided that in no event shall any indemnification payment be delayed in anticipation of the receipt of any such insurance proceeds. Purchaser agrees toAn Indemnified Party shall, and to cause its Affiliates (including the Acquired Companies following the Closing) to: (a) in good faith, diligently seek recovery recovery, at its or their own expense, of all insurance proceeds from insurers to which it may be entitled (including under the Tail Policy) with respect to all Losses with respect to which any Purchaser Indemnitee such Indemnified Party makes a claim for indemnification under this Article VI (it being agreed and acknowledged that any costs or expenses incurred by Purchaser or its Affiliates in seeking such recovery in good faith shall be indemnifiable Losses pursuant to this Article VI) ; and (b) promptly keep Parent the Indemnifying Party reasonably informed on a reasonably current basis and in reasonable detail of the status of all material matters related thereto. To the extent that the such Indemnified Party is a Purchaser Indemnitee and such Purchaser Indemnitee or any of its Affiliates receives any amount under insurance coverage with respect to such amount in which a Purchaser Indemnitee has previously obtained payment in indemnification under this Article VI, Purchaser shall, as soon as reasonably practicable after the receipt of such insurance proceeds, pay and reimburse to Parent for any prior indemnification payment by them (up to the amount of the insurance proceeds, less any premium adjustments directly attributable thereto, costs or expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceeds). To the extent that the Indemnified Party is a Parent Indemnitee and such Parent Indemnitee or any of its Affiliates receives any amount under insurance coverage with respect to a matter for which a Parent Indemnitee it has previously obtained received payment in indemnification under pursuant to this Article VI, Parent such Indemnified Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. Party shall, as soon as reasonably practicable after the receipt of such insurance proceeds, (i) in the case of a Purchaser Indemnified Party, pay and reimburse to the Escrow Agent (if such payment is to be delivered by a Purchaser Indemnified Party during the Escrow Period) or to Seller (if such payment is to be delivered by a Purchaser Indemnified Party after the end of the Escrow Period or to the extent such amount exceeds the payment with respect to the underlying claim paid from the Escrow Account) for any prior indemnification payment with respect to the matter giving rise to such claim (up to the amount of such insurance proceeds, less any retroactive premium adjustments directly attributable thereto) and (ii) in the case of a Seller Indemnified Party, pay and reimburse to Purchaser for any prior indemnification payment by Purchaser with respect to the matter giving rise to such claim (up to the amount of the such insurance proceeds, less any retroactive premium adjustments directly attributable thereto, costs or expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceeds).

Recourse Against Insurance. Notwithstanding anything The amount of any claim for indemnification by any Purchaser Indemnified Party pursuant to the contrary in this Article VI, no IX shall be reduced to reflect any insurance proceeds recoverable by and paid to any Purchaser Indemnified Party shall be deemed to have incurred Losses (or a portion thereof) to the extent that such Indemnified Party actually receives recovery under insurance coverage with respect to the matter giving rise to such Losses, claim (net of reasonable out-of-pocket expenses for collection); provided that in no event shall any indemnification payment be delayed in anticipation of the receipt of any such insurance proceeds. Purchaser agrees toshall, and to shall cause its Affiliates (including the Acquired Companies Surviving Corporation and the Company Subsidiaries, following the ClosingEffective Time) to: (a) , in good faith, diligently seek recovery recovery, at its or their own expense (which shall be a Loss), of all insurance proceeds from insurers with respect to all Losses with respect to which any Purchaser Indemnitee Indemnified Party makes a claim for indemnification under this Article VI (it being agreed and acknowledged IX; provided that any costs or expenses incurred by nothing in this sentence shall require Purchaser or its Affiliates in seeking such (including the Surviving Corporation and the Company Subsidiaries, following the Effective Time) to seek recovery in good faith shall be indemnifiable Losses of insurance proceeds prior to pursuing indemnification pursuant to this Article VI) and (b) keep Parent informed on a reasonably current basis and in reasonable detail of the status of all material matters related theretoIX. To the extent that the Indemnified Party is a Purchaser Indemnitee and such Purchaser Indemnitee or any of its Affiliates (including the Surviving Corporation and the Company Subsidiaries, following the Effective Time) receives any amount under insurance coverage with respect to such amount in a matter for which a Purchaser Indemnitee it has previously obtained received payment in indemnification under pursuant to this Article VIIX, Purchaser shall, as soon as reasonably practicable after the receipt of such insurance proceeds, pay and reimburse to Parent the Escrow Agent (if such reimbursement is to be delivered during the Escrow Period) or to the Equityholder Representative (if such reimbursement is to be delivered after the end of the Escrow Period), for any prior indemnification payment by them (up to the amount of the such insurance proceeds, less any retroactive premium adjustments directly attributable thereto, costs or and net of out-of-pocket expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceeds). To the extent that the Indemnified Party is a Parent Indemnitee and such Parent Indemnitee or any of its Affiliates receives any amount under insurance coverage with respect to a matter for which a Parent Indemnitee has previously obtained payment in indemnification under this Article VI, Parent shall, as soon as reasonably practicable after the receipt of such insurance proceeds, pay and reimburse to Purchaser for any prior indemnification payment by Purchaser (up to the amount of the insurance proceeds, less any premium adjustments directly attributable thereto, costs or expenses reasonably and actually incurred in seeking collection of such insurance proceeds and any deductible incurred in obtaining such proceedscollection).