Recovery from Insurers and other Third Parties Sample Clauses

Recovery from Insurers and other Third Parties. 6.1 If, in respect of any matter which would give rise to a claim under the Warranties, any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is or may be entitled to claim under any policy of insurance in respect of any matter or event that is likely to give rise to a claim, then no such matter shall be the subject of a claim under the Warranties unless and until the appropriate member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall have made a claim against its insurers and used reasonable endeavours to pursue such claim. If the Purchaser or any member of the Purchaser’s Group shall recover any amount from such insurance claim, the amount of the claim against the Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery, (ii) any Tax thereon, and (iii) any directly related increase in the future premiums payable for such insurance). 6.2 Where any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) is at any time entitled to recover from a third party (other than an insurer under an insurance policy referred to under paragraph 6.1) any sum in respect of any matter giving rise to a claim under the Warranties, the Purchaser or Seller shall, and shall procure that the relevant member of its Group or Retained Group (as the case may be) shall, take reasonable steps to enforce such recovery. If any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) shall recover any amount from such other person, the amount of the claim against the relevant Seller shall be reduced by the amount so recovered (less (i) all reasonable costs of recovery and (ii) any Tax thereon). 6.3 If a Seller has paid an amount in discharge of any claim against that Seller under this Agreement for breach of any Warranty and subsequently any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies and holds harmless or compensates any member of the Purchaser’s Group or relevant Seller’s Retained Group (as the case may be) (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, the Purchaser or the other Seller (as the case may be) shall pay to the relevant Seller as soon as practicable after receipt an amount equal...
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Recovery from Insurers and other Third Parties. If, in respect of any matter which would give rise to a Covenant Claim or Retained Environmental Liability Claim under this Schedule, the Indemnified Party or any Relevant Protected Person is entitled to recover or has recovered, from any third party, any sum by reason of or in respect of the matter giving rise to the Covenant Claim or Retained Environmental Liability Claim then the Indemnified Party shall take and shall ensure that each Relevant Protected Person will take, such steps to obtain such recovery as the Indemnifying Party may reasonably request, and the amount of the Covenant Claim or Retained Environmental Liability Claim shall be reduced by the amount of the recovery (less reasonable costs and expenses incurred by the Indemnified Party or the Relevant Protected Person in effecting such recovery).
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Recovery from Insurers and other Third Parties. 8.1 If, before the Seller pays an amount in discharge of any Relevant Claim, the Buyer or the Target Company or any of the Target Company Subsidiaries has recovered (whether by payment, discount, credit, relief or otherwise) from a third party any amount in respect of any matter giving rise to the Relevant Claim, the amount of the Relevant Claim against the Seller shall be reduced by the amount recovered (after deduction of costs and expenses incurred in obtaining that recovery not recovered from any third party and less any tax related to that recovery). 8.2 If the Seller pays in full the amount payable to the Buyer in respect of a Relevant Claim and the Buyer or a Target Group Company subsequently recovers from a third party (including an insurer) an amount which relates to the matter that gave rise to that Relevant Claim, the Buyer must notify the Seller and the Buyer must pay the Seller an amount equal to the amount paid by the Seller to the Buyer that is so recovered from the third party (after deduction of costs and expenses incurred in obtaining that recovery not recovered from any third party and in obtaining payment from the Seller and less any tax related to that recovery).
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Recovery from Insurers and other Third Parties. 6.1. If, in respect of any matter which would give rise to a Claim, either the Target Company or the Purchaser or any of its Affiliates is entitled to claim under any policy of insurance (or the Target Company could have been entitled to claim if after the Completion Date insurance had been maintained on terms similar to that in force in relation to the Target Company immediately prior to Completion), then no such matter will be the subject of a Claim. 6.2. Where the Target Company or the Purchaser or any of its Affiliates is at any time entitled to recover from some other person (other than an insurer under an insurance policy referred to in paragraph 6.1 above) any sum in respect of any matter giving rise to a Claim, the liability of the Seller will be reduced by all amounts recovered from such other person. 6.3. The Purchaser must take, and must procure that the Target Company takes, all reasonable steps to enforce its claims referred to in paragraphs 6.1 and 6.2 prior to taking action against the Seller (other than to notify the Seller of the Claim against the Seller) and so long as such Claim will have been notified to the Seller in accordance with paragraph 2 above, then the time period for commencing the legal proceedings will commence on the date that the corresponding claim or entitlement against a third party is finally settled or finally determined. 6.4. If: (a) the Seller has made any payment to the Purchaser or the Target Company in connection with any Claim (the "Damages Payment"); and (b) the Purchaser or the Target Company subsequently recovers from some other person any sum in respect of any matter giving rise to such Claim, (the "Third- Party Sum"); then the Purchaser shall repay to the Seller following receipt of the Third-Party Sum by it or the Target Company, and amount equal
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Recovery from Insurers and other Third Parties. 5.1 If, in respect of any matter which would give rise to a Claim, the Purchaser or the Company is entitled to claim under any policy of insurance, then no such matter shall be the subject of a Claim unless and until the Purchaser or the Company shall have made a claim against the insurers and used all reasonable endeavours to pursue such claim and any Claim shall be reduced by the amount recovered under such policy provided that the time limit in paragraph 2 shall not expire until 18 months after the insurance claim has been settled or determined. 5.2 Where the Purchaser or the Company is at any time entitled to recover from some other person any sum in respect of any matter giving rise to a Claim the Purchaser shall, subject to the Vendor indemnifying the Purchaser or the relevant member of the Purchaser's Group against any cost, liability or expense in connection therewith, take all reasonable steps to enforce such recovery prior to taking action against the Vendor (other than to notify the Vendor of the Claim against the Vendor) and, in the event that the Purchaser or any member of the Purchaser's Group shall recover any amount from such other person, the amount of the Claim shall be reduced by the amount recovered provided that the Purchaser shall not be required to commence any legal proceedings or to take any action which would be materially prejudicial to the goodwill of the Business, provided that the time limit in paragraph 2 shall not expire until 18 months after the claim against such other person has been settled or determined.
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Recovery from Insurers and other Third Parties. 6.1 If the Sellers pay to a member of the Buyer's Group an amount in respect of a Non-Tax Claim and a member of the Buyer's Group subsequently recovers from another person an amount which is referable to the matter giving rise to the Non-Tax Claim:
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Recovery from Insurers and other Third Parties. ​ No liability shall exist in respect of any Warranty Claim to the extent that the Buyer or the relevant Group Company: (a) has recovered from a third party, including an insurer (excluding the W&I Insurers), an amount which relates to the matter that gave rise to the Warranty Claim (in whole or in part); (b) has a right of recovery under a policy of insurance (excluding the W&I Insurance Policy) in respect of the matter that gave rise to the Warranty Claim (in whole or in ​ ​ ​ part); or ​ (c) could have recovered under a policy of insurance (excluding the W&I Insurance Policy) an amount which relates to the matter that gave rise to the Warranty Claim (in whole or in part) if policies of insurance effected by or for the benefit of the Buyer or the relevant Group Company had been maintained after Completion on no less favourable terms than those maintained immediately before Completion.
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Related to Recovery from Insurers and other Third Parties

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • Brokers and Other Advisors No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

  • Indemnification Obligations Net of Insurance Proceeds and Other Amounts (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

  • Limitation on Liability of the Company, the Master Servicer and Others Neither the Company, the Master Servicer nor any of the directors, officers, employees or agents of the Company or the Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Company, the Master Servicer or any such Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Company, the Master Servicer and any director, officer, employee or agent of the Company or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Company nor the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Company or the Master Servicer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Company and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services). (b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser’s possession relating to the Funds. (c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust’s registration statement (and any supplement thereto) and the Fund’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust’s registration statement and the Fund’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects. (d) Subadviser will vote the Fund’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.

  • Special, Indirect and Other Losses EXCEPT (A) IN THE EVENT OF THE WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 9 OR SECTION 4.5, (B) AS PROVIDED UNDER SECTION 13.10, AND (C) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 11, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS SUFFERED BY THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE.

  • Parental leave and other entitlements An employee may in lieu of or in conjunction with parental leave, access any annual leave or long service leave entitlements which they have accrued subject to the total amount of leave not exceeding 52 weeks.

  • FACILITIES, EQUIPMENT AND OTHER MATERIALS Except as otherwise specifically provided in this Agreement, CONTRACTOR shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for performing services pursuant to this Agreement. At COUNTY’s discretion, COUNTY may make equipment or facilities available to CONTRACTOR for CONTRACTOR’s use in furtherance of this Agreement only where a COUNTY Facility or Equipment exhibit is attached to this Agreement identifying the equipment or facilities to be used by CONTRACTOR’s personnel. If COUNTY funds equipment as part of this contract, COUNTY will retain Equipment.

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