Common use of Reductions and Subrogation Clause in Contracts

Reductions and Subrogation. If the amount of any Losses at any time subsequent to the making of an indemnity payment pursuant to this Article 11 is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction (less any costs, expenses (including taxes) or premiums incurred in connection therewith) shall promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making a full indemnity payment pursuant to this Article 11, the Indemnifying Party shall, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Losses. Until the Indemnified Party recovers full payment of its Losses, any and all claims of the Indemnifying Party against any such third party on account of such indemnity payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment pursuant to this Article 11 hereunder (an “Indemnity Payment”) is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the amount of such reduction (less any costs, expenses (including taxesTaxes) or premiums incurred in connection therewith) ), together with interest thereon from the date of payment thereof at the Bank Rate, shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses Loss to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such LossesIndemnity Payment relates. Until the Indemnified Party recovers full payment of its LossesLoss, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment pursuant to this Article 11 Indemnity Payment is reduced by by (a) any net Tax benefit to the Indemnified Party; or (b) any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and any costs, expenses (including Taxes) or premiums incurred in connection therewith), and the amount of such reduction (less any such costs, expenses (including taxesTaxes) or premiums incurred in connection therewithpremiums) shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11an Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses Loss to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such LossesIndemnity Payment relates. Until the Indemnified Party recovers full payment of its LossesLoss, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Damages incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment pursuant to this Article 11 Indemnity Payment is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the amount of such reduction (less any costs, expenses (including taxesTaxes) or premiums incurred in connection therewith) ), together with interest thereon from the date of payment thereof at the Prime Rate, shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses Damages to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such LossesIndemnity Payment relates. Until the Indemnified Party recovers full payment of its LossesDamages, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated subrogated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses at any time subsequent to the making of an indemnity payment pursuant to this Article 11 12 is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such reduction (less any costs, expenses (including taxes) or premiums incurred in connection therewith) shall promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making a full indemnity payment pursuant to this Article 1112, the Indemnifying Party shall, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Losses. Until the Indemnified Party recovers full payment of its Losses, any and all claims of the Indemnifying Party against any such third party on account of such indemnity payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Loss at any time subsequent to the making of an indemnity payment pursuant to this Article 11 Indemnity Payment is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the amount of such reduction (less any costs, costs or expenses (including taxesTaxes) or premiums incurred in connection therewith) shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate or customer of the Indemnified Party in respect of the Losses Loss to which such indemnity payment the Indemnity Payment relates but only if the Indemnifying Party Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such LossesLoss. Until the Indemnified Party recovers full payment of its LossesLoss, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party Indemnifier shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment pursuant to this Article 11 Indemnity Payment is reduced by by (a) any net tax benefit to the Indemnified Party; or (b) any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the amount of such reduction (less any costs, expenses (including taxes) or premiums incurred in connection therewith) ), together with interest thereon from the date of payment thereof at the rate of 10% per annum, shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses Loss to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such LossesIndemnity Payment relates. Until the Indemnified Party recovers full payment of its LossesLoss, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.

Reductions and Subrogation. If the amount of any Losses Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment pursuant to this Article 11 hereunder (an “Indemnity Payment”) is reduced by any recovery, settlement settlement, or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other personPerson, the amount of such reduction (less any costs, expenses (including taxesTaxes) or premiums incurred in connection therewith) ), together with interest thereon from the date of payment thereof at the Bank Rate, shall promptly be repaid by the Indemnified Party to the Indemnifying PartyIndemnifier. Upon making a full indemnity payment pursuant to this Article 11Indemnity Payment, the Indemnifying Party Indemnifier shall, to the extent of such indemnity paymentIndemnity Payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses Loss to which such indemnity payment relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such LossesIndemnity Payment relates. Until the Indemnified Party recovers full payment of its LossesLoss, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such indemnity payment Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect such postponement and subordination.