Common use of Reductions and Subrogation Clause in Contracts

Reductions and Subrogation. If at any time subsequent to the making of any Indemnity Payment, the amount of the Indemnified Loss is reduced (other than any reduction in the amount of the Indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party or any of its Affiliates) pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “Recovery”), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the excess (the “Excess”) (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (i) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and (ii) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is required to be made under this Section 8.11 to the extent the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party will, 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 Indemnifying Party against any such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party.

Reductions and Subrogation. If at any time subsequent to the making of any Indemnity Payment, the amount of the Indemnified indemnified Loss is reduced (other than any reduction in the amount of the Indemnified indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party or any of its Affiliates) pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “Recovery”), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall must promptly repay to the Indemnifying Party the amount of the excess (the “Excess”) (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (ia) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and (iib) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%Rate. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is required to must be made under this Section 8.11 6.07 to the extent the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party will, 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 Indemnifying Party against any such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party.

Reductions and Subrogation. If at any time subsequent to the making of any Indemnity Payment, the amount of the Indemnified Loss is reduced (other than any reduction in the amount of the Indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party or any of its Affiliates) pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “"Recovery”"), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the excess (the “"Excess”") (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (i) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and (ii) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 11.0%. Notwithstanding the foregoing provisions of this SectionSection 9.11, no payment of any Excess is required to be made under this Section 8.11 9.11 to the extent the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party will, 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 Indemnifying Party against any such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Party’s 's rights against such third party.

Reductions and Subrogation. If the amount of Damages incurred by an Indemnified Party at any time subsequent to the making of an Indemnity Payment is reduced by: (a) any net Tax benefit actually realized (whether by refund or by a reduction in Taxes otherwise payable) by the Indemnified Party in the taxable year in which such Damages were incurred, in any carryback Tax period prior to the taxable year in which such Damages were incurred, or the single Tax year immediately following the taxable year in which such Damages were incurred; provided that Damages shall be increased by any Tax costs, basis reduction, fees or expenses incurred as a result of the Damages or receipt of an Indemnity Payment. For purposes of this Section 7.13(a), the amount of any “Tax benefits actually realized” shall equal the Indemnified Loss is reduced excess, if any, of (other than any reduction in i) the amount hypothetical Tax liability of the Indemnified Loss that arises as a consequence Party calculated by excluding the relevant Tax deductions attributable to such Damages, over (ii) the actual Tax liability of the realization of any Tax Benefit by the Indemnified Party calculated by taking into account the relevant Tax deductions attributable to such Damages and treating such deductions as the last items in such calculation; or (b) any recovery, settlement or any of its Affiliates) otherwise under or pursuant to any insurance coverage coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “Recovery”), such that, taking the Recovery into accountPerson, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the excess (the “Excess”) such reduction (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (i) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and (ii) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is required to shall promptly be made under this Section 8.11 to the extent repaid by the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaidthe Indemnifier. Upon making a full Indemnity Payment, the Indemnifying Party willIndemnifier 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 Damages to which the Indemnity Payment relates. Until the Indemnified Party recovers full payment of its LossDamages, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such Indemnity Payment will shall be postponed and subordinated subrogated in right of payment to the Indemnified Party’s rights against such third party. The applicable Indemnified Parties shall use commercially reasonable efforts to recover from insurance policies or other applicable sources of recovery the maximum portion of any Damages of such Indemnified Parties.

Reductions and Subrogation. If at any time subsequent to the making of any Indemnity Payment, the amount of the Indemnified indemnified Loss is reduced (other than any reduction in the amount of the Indemnified indemnified Loss that arises as a consequence of the realization of any Tax Benefit (as such term is defined in subsection 6.7(b)) by the Indemnified Party Person or any of its Affiliates) pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “"Recovery”"), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall Person must promptly repay to the Indemnifying Party the amount of the excess (the “"Excess”") (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (ia) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and (iib) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%Rate. Notwithstanding the foregoing provisions of this SectionSection 6.6, no payment of any Excess is required to must be made under this Section 8.11 6.6 to the extent the Indemnified Party Person is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party will, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnified Party Person against any third party in respect of the Loss to which the Indemnity Payment relates. Until the Indemnified Party Person recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Party’s Person's rights against such third party.

Reductions and Subrogation. (a) If the amount of Losses incurred by an Indemnified Party or any of its Representatives or other related indemnified Persons at any time subsequent to the making of an indemnity payment hereunder is actually reduced by any Indemnity Paymentrecovery, the amount of the Indemnified Loss is reduced (other than any reduction in the amount of the Indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party settlement or any of its Affiliates) pursuant to otherwise under any insurance coverage or pursuant to under any claimClaim, recovery, settlement or payment by or against any other Person (a “Recovery”)Person, such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Lossincluding under any manufacturer’s or other third party warranty, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the excess (the “Excess”) reduction (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (i) from ). For greater certainty, no repayment by the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess Indemnified Party shall be required unless, and the date that is 60 days after the Excess arises, but only to the extent that that, the Recovery giving rise to sum of the Excess included interest, at the rate applied to indemnity payment and the amount received from the Third Party exceeds the total amount of the Recovery; and Losses (ii) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is which was required to be made under this Section 8.11 to the extent paid by the Indemnified Party is entitled subject to an Indemnity Payment hereunder that remains unpaidthe terms of this Agreement) to which the indemnity payment relates. (b) Each Indemnified Party shall use all commercially reasonable efforts to recover the full amount available to it under any such recovery, settlement or otherwise under any insurance coverage or under any Claim, recovery, settlement or payment by or against any other Person, including under any manufacturer’s or other third party warranty. For certainty, the commercially reasonable efforts of each of KKR and the Corporation pursuant to this Section 10.9(b) shall not include any efforts which, in its reasonable opinion, will materially adversely impact its business. (c) Upon making a full Indemnity Paymentindemnity payment, the Indemnifying Party will, to the extent of such Indemnity Paymentthat indemnity payment, be subrogated to all rights of the Indemnified Party indemnified Person against any third party Third Party in respect of the Loss Losses to which the Indemnity Payment indemnity payment relates. Until , provided that until the Indemnified Party recovers full payment of its Lossthe Losses to which the indemnity payment relates, any and all claims of the Indemnifying Party against any such third party Third Party on account of such Indemnity Payment will be postponed the indemnity payment are hereby expressly made subordinate and subordinated subject in right of payment to the Indemnified Party’s rights against such third partyThird Party.

Reductions and Subrogation. (a) If at any time subsequent to the making of any Indemnity Payment, the amount of the Losses incurred by an Indemnified Loss Person is reduced (other than by any reduction in the amount of the Indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party recovery, settlement or any of its Affiliates) pursuant to otherwise under any insurance coverage of the Partnership or pursuant to either of the Partners or otherwise under any claim, recovery, settlement or payment by or against any other Person (a “Recovery”)Person, such that, taking then the Recovery into accountIndemnified Person, the amount Partnership or either of the Indemnity Payment in respect of the Loss exceeds the amount of the LossPartners, the Indemnified Party as applicable, shall promptly repay to the Indemnifying Party Indemnifier the amount of the excess (the “Excess”) reduction or recovery (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: (i) from to the date of payment of extent the Indemnifier has made the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and such amount. (iib) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 1%. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is required to be made under this Section 8.11 to the extent the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party Indemnifier will, to the extent of such that Indemnity Payment, be subrogated to all rights of the Indemnified Party Person against any third party that is not an Affiliate of the Indemnified Person in respect of the Loss Losses to which the Indemnity Payment relates. Until the Indemnified Party Person recovers full payment of its LossLosses, any and all claims of the Indemnifying Party Indemnifier against any such third party on account of such that Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified PartyPerson’s rights against such that third party. (c) Upon making a full Indemnity Payment in respect of a breach or inaccuracy of any representation or warranty contained in Section 4.15(c) relating to the item identified in Section 4.15(c) of the Disclosure Letter, the Seller shall be entitled to proceed directly against the lessor of the subject premises identified in Section 4.15(c) of the Disclosure Letter with respect to the item identified in Section 4.15(c) of the Disclosure Letter to attempt to recover up to the full amount of such full Indemnity Payment.

Reductions and Subrogation. If at any time subsequent to the making of any Indemnity Payment, the amount of the Indemnified Loss is reduced (other than any reduction in the amount of the Indemnified Loss that arises as a consequence of the realization of any Tax Benefit by the Indemnified Party or any of its Affiliates) pursuant to any insurance coverage or pursuant to any claim, recovery, settlement or payment by or against any other Person (a “Recovery”), such that, taking the Recovery into account, the amount of the Indemnity Payment in respect of the Loss exceeds the amount of the Loss, the Indemnified Party shall promptly repay to the Indemnifying Party the amount of the excess (the “Excess”) (less any costs, expenses (including Taxes) or premiums incurred in connection therewith) together with interest: : (ia) from the date of payment of the Indemnity Payment in respect of which the repayment is being made to but excluding the earlier of the date of repayment of the Excess and the date that is 60 days after the Excess arises, but only to the extent that the Recovery giving rise to the Excess included interest, at the rate applied to the amount of the Recovery; and and (iib) from and including the date that is 60 days after the Excess arises to but excluding the date of repayment of the Excess, at the Prime Rate plus 13%. Notwithstanding the foregoing provisions of this Section, no payment of any Excess is required to be made under this Section 8.11 4.6 to the extent the Indemnified Party is entitled to an Indemnity Payment hereunder that remains unpaid. Upon making a full Indemnity Payment, the Indemnifying Party will, 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 Indemnifying Party against any such third party on account of such Indemnity Payment will be postponed and subordinated in right of payment to the Indemnified Party’s rights against such third party.