Recovery Priority; Source of Recovery Sample Clauses

Recovery Priority; Source of Recovery. For Damages covered by the R&W Policy or any other applicable insurance policy or an indemnification, contribution or similar obligation (including pursuant to any prior acquisition agreement or agreements and escrows related thereto) of another Person (other than an Affiliate of a Purchaser Indemnified Person), the Purchaser Indemnified Persons will use reasonable best efforts to pursue a claim and collect under the R&W Policy, such other applicable insurance policy, or such indemnification, contribution or similar obligation, as the case may be, prior to seeking indemnification directly against any Seller. Notwithstanding anything expressed or implied herein to the contrary, Purchaser Indemnified Persons shall not be entitled to recover Damages from the Seller Parties if such Damages would have been covered under the R&W Policy if not for a failure by a Purchaser Indemnified Person to timely and properly make a claim thereunder or otherwise comply with the terms thereof.

Recovery Priority; Source of Recovery. The Buyer Indemnified Parties will use reasonable best efforts to pursue a claim for Buyer Losses under any applicable insurance policy prior to seeking indemnification directly against any Seller, and to recover insurance proceeds and indemnity, contribution, and similar payments for any Buyer Losses.

Recovery Priority; Source of Recovery. (a) The Buyer Indemnified Parties will be entitled to indemnification pursuant to Section 8.1 in the following order: (i) first, for applicable Buyer Losses, the Buyer Indemnified Parties will use reasonable best efforts to pursue a claim under the R&W Policy and any applicable title insurance policy prior to seeking indemnification directly against Seller; and (ii) second, for Buyer Losses not covered by the R&W Policy or any applicable title insurance policy or if the Buyer Indemnified Parties are unable to recover all of such Buyer Losses under the R&W Policy or any applicable title insurance policy, the Buyer Indemnified Parties will be entitled to seek indemnification directly from Seller pursuant to the terms of this Article VIII and subject to Section 8.5 and the other limitations set forth herein and under applicable Law. To the extent Buyer Losses (for clarity, only resulting from those matters for which Seller is providing indemnification pursuant to Section 8.1) are recoverable under the R&W Policy, Seller will be responsible for the portion of such Buyer Losses attributable to the retention under the R&W Policy; provided, however, that Seller will not be responsible for any portion of the retention for which Buyer has already asserted claims or made payments in respect of matters covered by the R&W Policy for which Seller is not providing indemnification under Section 8.1. (b) Except in the case of Fraud, Buyer acknowledges and agrees that (i) in no event will Buyer or any Buyer Indemnified Party have any recourse against Seller or any of its Affiliates arising out of or related to breaches or inaccuracies of any representations or warranties that are not Fundamental Representations or (as provided above) the Real Estate Representation; and (ii) the Buyer Indemnified Parties will be responsible for all retention amounts under the R&W Policy in respect of Losses resulting from breaches or inaccuracies of the representations or warranties that are not Fundamental Representations until the Buyer Indemnified Parties shall have borne Buyer Losses in excess of the retention under the R&W Policy, in which case the Buyer Indemnified Parties will be entitled to indemnification for breaches or inaccuracies of the representations or warranties that are not Fundamental Representations or (as provided above) the Real Estate Representation from the R&W Policy only.