Right to Recover Sample Clauses

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if any Indemnifying Party is liable to pay an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any member of the Indemnified Party’s Group (in whole or in part) in respect of the Losses which is the subject matter of the claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss), the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts to procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket legal fees)) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative nor the Sellers’ Representative shall be required to act or forbear to act under this Section 8.8 (Right to Recover) if such act or forbearance, as applicable, could prejudice such party’s ability to prosecute a claim against an Indemnifying Party or any right hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, as applicable. (b) If any Indemnifying Party has paid an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any member of the Indemnified Party’s Group (in whole or in part) in respect of the Loss which is the subject matter of the claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss), the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts to procure that all steps are taken as may reasonably be required to enforce such recovery and shall, or shall procure that the relevant member of the Indemnified Party’s Group shall, pay to the Sellers’ Representative or the Purchasers’ Representative, as applicable, as soon a...

Right to Recover. The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party (including, for this Section 11.7(c) in the case of the Purchaser, the Company and the Company’s Subsidiaries) will recover insurance proceeds or other amounts (whether by payment, discount, credit, relief, insurance or otherwise) as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party will use commercially reasonable efforts to promptly seek to recover or make a claim for insurance proceeds or other amounts available (including pursuant to any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of any matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim to which the indemnification payment relates. If the Indemnified Party receives any insurance proceeds or other amounts (including pursuant to any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds or other amounts (including any amounts recovered pursuant to the exercise of any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds or other amounts (including any amounts recovered pursuant to the exercise of any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds or other amounts received to the Indemnifying Party to the extent of the payments ...

Right to Recover. (a) The Licensor may demand immediate payment of any Payment from the Licensee if the Licensee has failed to pay any Payment within the time specified in clause 7.3. (b) If the Licensee fails to satisfy a demand under clause 7.4(a), the Licensor may, without limiting the Licensor's rights under this agreement or at law: (i) suspend the Licensee’s use of the Software; (ii) terminate this agreement; (iii) demand payment; or (iv) commence proceedings in relation to the demand.

Right to Recover. Rosneft shall not be liable unless and until the liability in respect of which a claim is made has become due and payable or has been agreed between Rosneft and Seadrill (with the consent of NADL). NADL and Seadrill shall not be entitled to recover from Rosneft under this Agreement more than once in respect of the same loss.

Right to Recover. If an Indemnifying Party has paid an amount in discharge of any claim under this Agreement and the Indemnified Party recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a non-affiliated third party a sum which indemnifies or compensates the Indemnified Party (in whole or in part) in respect of the Liability which is the subject matter of the claim, Buyer or Seller, as applicable, shall procure that all steps are taken as may reasonably be required to pay to Seller or Buyer, as applicable, as soon as practicable after receipt an amount equal to (a) any sum recovered from the non-affiliated third party less any reasonable costs and expenses incurred in obtaining such recovery or (b) if less, the amount previously paid by the Indemnifying Party to the Indemnified Party. The Indemnifying Party shall be subrogated to any right of action (whether pursuant to contract, arising under Applicable Law or otherwise) which the Indemnified Party may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder.

Right to Recover. If legal action shall be brought by either of the parties hereto for the unlawful detainer of the Premises, for the recovery of any Rent due under the provisions of this Lease, or because of the breach of any term, covenant or provision hereof, the party prevailing in said action shall be entitled to recover costs of suit and reasonable attorney's fees incurred by the prevailing party in the action.

Right to Recover. Mortgagee shall have the right, from time to time, to bring an appropriate action to recover any sums required to be paid by Xxxxxxxxx under the terms of this Mortgage, as they become due, without regard to whether or not the Indebtedness shall be due, and without prejudice to the right of Mortgagee thereafter to bring an action of mortgage foreclosure, or any other action, for any default by Mortgagor existing at the time the earlier action was commenced.

Right to Recover. We may at Our own expense, take proceedings in Your name to recover compensation from any third party in respect of any indemnity provided under this Policy and any amounts recovered shall belong to Us. You agree to provide all reasonable assistance to Us to recover such amounts. The GDPR and Data Protection Act 2018: For the purpose of providing this insurance and handling of claims or complaints, We may need to transfer certain information which You have provided to Us to other parties. Any information You have provided will be dealt with by Us in compliance with the provisions of the GDPR and Data Protection Act 2018. General Exclusions We will not pay any claim directly or indirectly caused or contributed to by:

Right to Recover. 9.11.1 Except in the case of Fraud Claims, the Purchaser Indemnified Parties’ right to recover for Damages (A) in the case of any claims made pursuant to Sections 9.2.1 and 9.2.2, subject to Section 9.6.1, shall first be satisfied from the Shareholders (on a several basis), in each case up to a maximum of such Shareholder’s Pro Rata Portion of the Recourse Amount, and (B) thereafter, in the case of any claims made pursuant to Sections 9.2.1 or 9.2.2, from the R&W Insurance Policy. Notwithstanding any other provision of this Agreement to the contrary, except in the case of Fraud Claims and in respect of claims for breaches of Fundamental Representations, after Closing, to the extent that Damages incurred under Sections 9.2.1 and 9.2.2 (collectively, the “Insured Losses”) are subject to an indemnification obligation of a Shareholder under this Article 9, the R&W Insurance Policy shall be the sole and exclusive remedy of the Purchaser Indemnified Parties for such Insured Losses after the payment of Damages to the Purchaser Indemnified Parties for indemnification claims from the Shareholders' Pro Rata Portion of the Recourse Amount. Such sole recourse will apply, and the Shareholders will have no additional liability therefor, even in circumstances where the R&W Insurance Policy does not cover such Damages, including, without limitation, as a result of exclusions, limitations and deductions in respect of the R&W Insurance Policy. For greater certainty, the Purchaser Indemnified Parties shall be entitled to seek indemnification from the Shareholders with respect to (but subject to any applicable limitations and conditions set forth in this Article 9) any Damages in connection with (A) any Fraud Claim and (B) any claim for a breach of a Fundamental Representation in the case where the Damages from such breach exceed the sum of the Recourse Amount and the limit under the R&W Insurance Policy, in which case the Purchaser Indemnified Parties shall be entitled to seek indemnification from the Shareholders for such excess (subject to the limitation contained in Section 9.6.2).

Right to Recover. (i) If, before MPT pays an amount in discharge of any claim for Indemnity Losses, PRIMOTOP and/or any Group Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party, including any third party responsible for the preparation of any VDD Report, a sum which indemnifies or compensates PRIMOTOP and/or the relevant Group Company (in whole or in part) in respect of such Indemnity Losses, this sum (less any costs and expenses (including any Tax incurred in obtaining such recovery) shall be deducted, on an After Tax Basis, from the Indemnity Losses, and MPT and PRIMOTOP, each within the limits of their powers under the Shareholders' Agreement, shall procure that all reasonable steps are taken to make such recovery from any relevant third party. (ii) If MPT has paid an amount in discharge of any claim for Indemnity Losses and PRIMOTOP and/or any Group Company recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party, including any third party responsible for the preparation of any VDD Report, a sum which indemnifies or compensates PRIMOTOP and/or the relevant Group Company (in whole or in part) in respect of such Indemnity Losses, MPT and PRIMOTOP agree that PRIMOTOP and/or the relevant Group Company (as applicable) shall pay to MPT as soon as practicable after receipt of such sum by PRIMOTOP and/or the relevant Group Company (as applicable), an amount equal to the lesser of: (A) the sum recovered from the third party less any costs and expenses (including any Tax) incurred in obtaining such recovery; and (B) the amount of Indemnity Losses already paid by MPT to PRIMOTOP or the relevant Group Company less any costs and expenses (including any Tax) incurred in obtaining such recovery.