Reduction; Subrogation Sample Clauses

Reduction; Subrogation. Parent Indemnitees’ right to indemnification or reimbursement pursuant to this Agreement on account of any Losses shall be reduced by (i) all insurance or other proceeds recovered by Parent Indemnitees from third parties, including pursuant to indemnification obligations of third parties in favor of the Company or its Subsidiaries in each case, net of (x) any related costs and expenses, including the costs and expenses of pursuing any such claims, and (y) any deductibles and any increase in premiums in connection with any such claims (such amount, the “Net Settlement Amount”), and (ii) any accruals or reserves on the Financial Statements or the calculation of Company’s Working Capital with respect to which such Losses relate and (iii) any Taxes included in the definition of Transaction Expense with respect to which such Losses relate. If any Parent Indemnitee or any of its Affiliates (including the Company or any of its Subsidiaries) receives any Net Settlement Amount after receiving an indemnification payment for the related Loss, Parent shall pay to the Company Stockholders in accordance with their respective Pro Rata Percentages the amount of such proceeds to the extent such proceeds did not reduce the indemnity payment for the Loss within ten (10) days of the receipt of such proceeds.
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Reduction; Subrogation. (i) The Acquiror Indemnified Parties’ and Seller Indemnified Parties’ right to indemnification pursuant to this Agreement on account of any Losses shall be reduced by (A) all insurance or other proceeds actually recovered by the Acquiror Indemnified Parties or Seller Indemnified Parties, as applicable, in cash, from third parties, with respect to such Losses, including, without limitation, insurance proceeds recovered by the Acquiror Indemnified Parties under the Representation and Warranty Insurance Policy, in each case, net of the present value of any increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Third-Party Proceeds”); (B) the amount by which any Tax Benefit realized by any Acquiror Indemnified Party or Seller Indemnified Party or their respective Affiliates as a result of such Losses (i) actually reduces the Tax liability of such party or such Affiliates in the taxable year in which such Losses arise or (ii) is reasonably expected to actually reduce such Tax liability in the subsequent taxable year; and (C) any amount to the extent actually and specifically included as a net deduction in the calculation of the Final Consideration, as adjusted pursuant to the post-Closing adjustment procedure set forth in Section 2.05. (ii) The Acquiror Indemnified Parties shall use their reasonable efforts and take all reasonable steps to pursue any available coverage under any “occurrence” based Company Insurance Policies or from other third parties, including, without limitation, pursuant to indemnification obligations of third parties in favor of the Company or the Transferred Subsidiaries. If the Acquiror Indemnified Parties fail to pursue recoveries under any “occurrence” based Company Insurance Policies or from third parties, including, without limitation, pursuant to indemnification obligations of third parties in favor of the Company or the Transferred Subsidiaries, then the Sellers’ Representative shall have the right of subrogation to pursue such insurance policies or third parties on behalf of the Sellers and may take any reasonable actions necessary to pursue such rights of subrogation in the name of the party from whom subrogation is obtained. (iii) With respect to any Claim under Section 10.02(b) (for indemnification for any breach or inaccuracy of any Company ...
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Reduction; Subrogation. The Purchaser Indemnitees’ right to indemnification pursuant to this Agreement on account of any Losses shall be reduced by (i) all insurance or other proceeds recovered or recoverable by the Purchaser Indemnitees from third parties, including, without limitation, pursuant to indemnification obligations of third parties, and (ii) the amount of any Tax Benefit realized by any Purchaser Indemnitee or its Affiliates as a result of such Losses. If any Purchaser Indemnitee or any of its Affiliates realizes a Tax Benefit and such Tax Benefit was included in the computation of the Loss, within ten (10) days of filing the Tax Return claiming the Tax Benefit (or, to the extent the Tax Benefit is in the form of a refund, within ten (10) days of receiving the refund from the Governmental Authority), pay to the Sellers the amount of such Tax Benefit. Purchasers shall take all commercially reasonable actions to timely claim any Tax Benefit that will reduce the amount of a Loss, or give rise to a payment to or for the benefit of the Sellers, under this Section 6.5(b). If Purchasers fail to pursue recoveries under any “occurrence” based insurance policies or from such third parties, including, without limitation, pursuant to indemnification obligations of third parties, then the Sellers shall have the right of subrogation to pursue such insurance policies or third parties and may take any reasonable actions necessary to pursue such rights of subrogation in its name or the name of the party from whom subrogation is obtained. Purchasers shall cooperate with the Sellers to pursue any such subrogation claim.
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Related to Reduction; Subrogation

  • ▇▇▇▇▇▇ OF SUBROGATION Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

  • Waiver of Subrogation Until this Indenture is discharged and all of the Notes are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Notes or this Indenture and such Guarantor’s obligations under this Note Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of the Holders against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other assets or by set off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Notes under the Notes or this Indenture, shall not have been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the obligations in favor of the Trustee or the Holders, as the case may be, whether matured or unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 11.06 is knowingly made in contemplation of such benefits.

  • Waivers of Subrogation To the fullest extent permitted by law, the Contractor hereby waives its rights and its insurer(s)’ rights of recovery against County under all the Required Insurance for any loss arising from or relating to this Contract. The Contractor shall require its insurers to execute any waiver of subrogation endorsements which may be necessary to effect such waiver.

  • Waiver of Subrogation, Etc Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth in Section 12.7, each Borrower hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor. Each Borrower acknowledges and agrees that this waiver is intended to benefit Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Section 12, and that Agent, Lenders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 12.4.

  • Rights of Subrogation No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.