Common use of Reductions and Subrogation Clause in Contracts

Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced 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 Person, 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 Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an Indemnity Payment, the Indemnifier 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 Loss to which the Indemnity Payment relates. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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.

Reductions and Subrogation. If the amount of any Loss loss in respect of a Claim incurred by an Indemnified Party at any time subsequent to the making of a payment by the Indemnifying Party (an “Indemnity Payment Payment”) is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the IndemnifierIndemnifying Party. Upon making an a full Indemnity Payment, the Indemnifier Indemnifying Party shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate of the Indemnified Party in respect of the Loss loss to which the Indemnity Payment relatesrelates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of the Claim in respect of such loss. Until the Indemnified Party recovers full payment of its LossClaim, any and all claims Claims of the Indemnifier 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 Loss incurred by an Indemnified Party Loss, at any --------------------------- time subsequent to the making of an Indemnity Payment Payment, is reduced by by (a) any net Tax tax benefit to the Indemnified Party; or 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 Person, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an any Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an affiliate (as defined in the Act) of the Indemnified Party in respect of the Indemnified Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Indemnified Loss. Until the Indemnified Party recovers full payment of its Indemnified Loss, any and all claims of the Indemnifier 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 's rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifier shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described postponement and subordination rights.

Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate of the Indemnified Party in respect of the Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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 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 Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an affiliate of the Indemnified Party in respect of the Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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 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 Loss incurred by an Indemnified Party Loss, at any time subsequent to the making of an Indemnity Payment Payment, is reduced by by (a) any net Tax tax benefit to the Indemnified Party; or 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 Person, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an any Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an affiliate (as defined in the Act) of the Indemnified Party in respect of the Indemnified Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Indemnified Loss. Until the Indemnified Party recovers full payment of its Indemnified Loss, any and all claims of the Indemnifier 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 's rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and Indemnifier shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described postponement and subordination rights.

Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate of the Indemnified Party in respect of the Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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 's rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and 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 Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment hereunder (an “Indemnity Payment Payment”) is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Person, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Bank Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier 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 Loss to which the Indemnity Payment relates. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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.

Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an affiliate of the Indemnified Party in respect of the Loss to which the Indemnity Payment relates, but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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 's rights against such third party. Without limiting the generality or effect of any other provision hereof, the Indemnified Party and 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 Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax 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 Person, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the rate of 10% per annum, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier 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 Loss to which the Indemnity Payment relates. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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.

Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced 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 Person, 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, costs or expenses (including Taxes) or premiumsincurred in connection therewith) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity 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 Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier 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 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 Loss incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claimClaim, recovery, settlement or payment by or against any other Person, the Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making an a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate of the Indemnified Party in respect of the Loss to which the Indemnity Payment relatesrelates but only if the Indemnifier shall then be in compliance with its obligations under this Agreement in respect of such Loss. Until the Indemnified Party recovers full payment of its Loss, any and all claims Claims of the Indemnifier 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 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 Loss incurred by an Indemnified Party Damages at any time subsequent to the making of an Indemnity Payment payment of Determined Damages is reduced by (a) any net Tax benefit to the Indemnified Party; or (b) 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 Indemnified Party shall promptly notify the Indemnifier in writing of the nature and amount of such reduction (and less any costs, expenses (including Taxestaxes) or premiums incurred in connection therewith), and together with interest thereon from the amount date of such reduction (less any such costspayment thereof at the Prime Rate, expenses (including Taxes) or premiums) shall promptly be repaid by the Indemnified Party to the IndemnifierIndemnifying Party. Upon making an Indemnity Paymenta full payment of Determined Damages, the Indemnifier Indemnifying Party shall, to the extent of such Indemnity Damage Payment, be subrogated to all rights of the Indemnified Party against any third party that is not an Affiliate of the Indemnified Party in respect of the Loss Damages to which the Indemnity Payment relatespayment of Determined Damages relates but only if the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Determined Damages. Until the Indemnified Party recovers full payment of its LossDetermined Damages, any and all claims of the Indemnifier 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 '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.