Common use of Right to Recover Clause in Contracts

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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party.

Right to Recover. (a) Without limiting The Indemnified Parties shall attempt in good faith to promptly seek to recover or make a claim for insurance proceeds as a result of any duties matter giving rise to mitigate Losses under New York lawan indemnification claim of the Indemnified Parties against the Indemnifying Party, if any to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is liable sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to pay an amount in discharge the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Law, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim under this Agreement and (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any member insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party, the Indemnifying Party’s Group indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually recovers (whether received 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 . If the Indemnified Party actually receives any insurance proceeds with respect to any Loss after the Indemnifying Party has provided indemnification for such Loss to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (in whole or in part) in respect net 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)collection thereof) 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 with 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 to 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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party.

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if any If the 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 Party recovers or is entitled to recover (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 Party (in whole or in part) in respect of the Losses which is the subject matter of the claim claim, then the Indemnified Party shall take such actions (including any Tax benefit actually realized (at the Indemnifying Party’s sole cost and expense) as may be reasonably requested 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 Indemnifying Party to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket legal fees)recovery) 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 no party shall be required to act or forbear to act under this Section 8.8 (Right to Recover) 17.10 if such act or forbearance, as applicable, could prejudice such partyPerson’s ability to prosecute a claim against an the Indemnifying Party or any right hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representativesuch party, as applicable. (b) If any an Indemnifying Party has paid an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually Party recovers or is entitled to recover (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 Party (in whole or in part) in respect of the Loss which is the subject matter of the claim claim, then the Indemnified Party shall take such actions (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payableat the Indemnifying Party’s sole cost and expense) 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 be reasonably be required requested by the Indemnifying Party to enforce such recovery and shall, or shall procure that the relevant member of the Indemnified Party’s Group shall, Party shall pay to the Sellers’ Representative or the Purchasers’ Representative, as applicableIndemnifying Party, as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party in respect of such claim less any reasonable costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party. (c) This Section 17.10 shall apply to the indemnity provided under this Section 17 and to the Cedant in respect of the Reinsurer’s indemnification obligations under Section 13.04(d) and Section 15.01(a).

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if any The Indemnifying Party is liable shall make any indemnification payments determined to pay an amount be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party (including, for this Section 11.7(c) in discharge of any claim under this Agreement and any member the case of the Indemnified Party’s Group actually recovers Purchaser, the Acquired Company and the Subsidiary) will recover insurance proceeds or other amounts (whether by payment, discount, credit, relief, insurance or otherwise) from as a third party result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Party shall have an obligation to promptly seek to recover or make a sum which indemnifies claim for insurance proceeds or compensates other amounts available as a result of any member matter giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party’s Group (in whole or in part) . 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 Losses claim to which is the subject matter indemnification payment relates. If the Indemnified Party receives any insurance proceeds or other amounts as a result of the matter giving rise to any indemnification claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss)the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of the claim, the Purchasers’ Representative Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds or other amounts as a result of the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts matter giving rise to procure that reasonable steps are taken to enforce recovery any indemnification claim of the Indemnified Party against the third party and Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over 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 proceeds or satisfy, as other amounts received to the case may be, such claim Indemnifying Party 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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid payments made by the relevant Indemnifying Party to the relevant Indemnified PartyParty on the claim.

Right to Recover. The Indemnified Parties shall have an obligation to promptly seek to recover or make a claim for insurance proceeds (a) Without limiting any duties including under the RWI Policy), and shall use commercially reasonable efforts to mitigate Losses under New York lawrecover insurance proceeds, if any Indemnifying Party is liable to pay an amount in discharge as a result of any matter giving rise to an indemnification claim under this Agreement and any member of the Indemnified Parties against the Indemnifying Party’s Group actually recovers (whether , to the extent coverage may be available therefor. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by payment, discount, credit, reliefit and to the extent consistent with any related indemnification agreement, insurance policy, or otherwise) from a third party a sum which indemnifies or compensates any member applicable Legal Requirement (except with respect to the RWI Policy in the event of Fraud), be subrogated to all rights of the Indemnified Party’s Group (in whole or in part) Party against any third party in respect of the Losses claim to which is the subject matter indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) 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 actually received by the Indemnified Party (including under the RWI Policy). If the Indemnified Party actually receives 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 insurance proceeds (including under the RWI Policy) with respect to any insurance deductibles and reasonable and documented out-of-pocket legal fees)) shall reduce or satisfy, as Damages after 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 provided indemnification for such Damages to the Indemnified Party’s Group actually recovers (whether by payment, discount, credit, relief, then the Indemnified Party shall promptly turn over any such insurance or otherwiseproceeds to the Indemnifying Party with respect to such Damages. Buyer Indemnified Parties shall not be entitled to recover Damages pursuant to Section 11.3(a)(i) from the Parent if such Damages would have been covered under the RWI Policy if not for a third party failure by a sum which indemnifies or compensates any member of the Buyer 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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to promptly make a claim thereunder or to otherwise comply with the relevant Indemnified Partyterms thereof.

Right to Recover. The Indemnified Parties shall have an obligation to promptly make a claim thereunder and then exhaust all commercially reasonable efforts to seek to recover and pursue a claim for insurance proceeds (aincluding under the RWI Policy) Without limiting any duties to mitigate Losses under New York law, if any Indemnifying Party is liable to pay an amount in discharge as a result of any matter giving rise to an indemnification claim under this Agreement and any member of the Indemnified Parties against the Indemnifying Party’s Group actually recovers (whether , to the extent coverage may be available therefor. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by payment, discount, credit, reliefUS-DOCS\102662145.20 it and to the extent consistent with any related indemnification agreement, insurance policy, or otherwise) from a third party a sum which indemnifies or compensates any member applicable Legal Requirement (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party’s Group (in whole or in part) Party against any third party in respect of the Losses claim to which is the subject matter indemnification payment relates, other than as against a Buyer Indemnified Party or a Company Member current customer. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) for Damages or expenses that are part of an 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 (net of any expenses actually incurred solely in collection thereof) actually received by the Indemnified Party (including under the RWI Policy). If the Indemnified Party actually receives 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 insurance proceeds (including under the RWI Policy) with respect to Damages or expenses after the Indemnifying Party has provided indemnification for such Damages or expenses to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance deductibles and reasonable and documented out-of-pocket legal fees)proceeds (net of any expenses actually incurred solely in collection thereof) to the Indemnifying Party with respect to such Damages;. Buyer Indemnified Parties shall reduce or satisfy, as not be entitled to recover Damages from the case may be, such claim Seller Indemnifying Parties to the extent of such recovery. Notwithstanding Damages would have been covered under the foregoing, neither the Purchasers’ Representative nor the Sellers’ Representative shall be required RWI Policy if not for a failure by a Buyer Indemnified Party 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 properly make a claim against an Indemnifying Party thereunder (or any right hereunder in to otherwise comply with the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, as applicableterms thereof). (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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party.

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if any The Indemnifying Party is liable shall, to pay an amount in discharge the extent of any claim under this Agreement indemnification payment made by it and to the extent consistent with any member related indemnification agreement, insurance policy, or applicable Law (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party’s Group actually recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a Party against any 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 claim to which is the subject matter indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) 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 (net of any expenses, premiums, retention, deductibles or other related Damages actually incurred in collection thereof and increase in premiums and any other underwriting costs, brokerage, commissions, and other costs or fees of securing such insurance coverage related thereto (but only to the extent such increase is attributable to the applicable indemnification claim)) actually received by the Indemnified Party (including under the RWI Policy, subject to the conditions and limitations set forth herein). If the Indemnified Party actually receives any Tax benefit insurance proceeds with respect to any Damages after the Indemnifying Party has provided indemnification for such Damages to the Indemnified Party, then the Indemnified Party shall promptly turn over the portion of such insurance proceeds (net of any expenses actually realized incurred in collection thereof and any increases in premiums relating thereto (by way but only to the extent such increases are attributable to the applicable indemnification claim)) to the Indemnifying Party with respect to such Damages, provided, notwithstanding the foregoing, that in the case of a reduction in cash Taxes otherwise payable) arising from such Loss)recoveries under the RWI Policy, the Purchasers’ Representative or the Sellers’ Representativeindemnification obligations will not be reduced, as applicablenor shall reimbursement be provided, 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 as practicable after receipt an amount equal to (i) any sum recovered from amounts within the third party less any costs and expenses (includingIndemnification Holdback Amount, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if lessDamages in connection with, the amount previously paid arising out of, or by the relevant Indemnifying Party to the relevant Indemnified Partyreason of Fraud.

Right to Recover. The Indemnified Parties shall have an obligation to promptly seek to recover or make a claim for insurance proceeds (aincluding under the RWI Policy) Without limiting any duties to mitigate Losses under New York law, if any Indemnifying Party is liable to pay an amount in discharge as a result of any matter giving rise to an indemnification claim under this Agreement and any member of the Indemnified Parties against the Indemnifying Party’s Group actually recovers (whether , to the extent coverage may be available therefor. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by payment, discount, credit, reliefit and to the extent consistent with any related indemnification agreement, insurance policy or otherwise) from a third party a sum which indemnifies or compensates any member applicable Law (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party’s Group (in whole or in part) Party against any third party in respect of the Losses claim to which is the subject matter indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) 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 (net of any expenses actually incurred solely in collection thereof) actually received by the Indemnified Party (including under the RWI Policy). If the Indemnified Party actually receives 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 insurance proceeds (including under the RWI Policy) with respect to any insurance deductibles and reasonable and documented out-of-pocket legal fees)) shall reduce or satisfy, as Damages after 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 provided indemnification for such Damages to 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 then the Indemnified Party’s Group Party shall promptly turn over any such insurance proceeds (net of any expenses actually incurred solely in whole or in partcollection thereof) 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 as practicable after receipt an amount equal Indemnifying Party with respect to (i) any sum recovered such Damages. The Buyer Indemnified Parties shall not be entitled to recover Damages from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining Seller Indemnifying Parties if such recovery or (ii) Damages would have been covered under the RWI Policy if less, the amount previously paid not for a failure by the relevant Indemnifying a Buyer Indemnified Party to properly make a claim thereunder (or to otherwise comply with the relevant Indemnified Partyterms thereof).

Right to Recover. (a) Without limiting The Indemnified Parties shall attempt in good faith to promptly seek to recover or make a claim for insurance proceeds as a result of any duties matter giving rise to mitigate Losses under New York an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable law, if be subrogated to all rights of the Indemnified Party against any Indemnifying third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party is liable actually receives any insurance proceeds as a result of the matter giving rise to pay an amount in discharge of any indemnification claim under this Agreement and any member of the Indemnified Party, the Indemnifying Party’s Group indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually recovers (whether received 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 . If the Indemnified Party actually receives any insurance proceeds with respect to any Loss after the Indemnifying Party has provided indemnification for such Loss to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (in whole or in part) in respect net 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)collection thereof) 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 with 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 to 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 as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses (including, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party to the relevant Indemnified Party.

Right to Recover. (a) Without limiting any duties The Indemnified Parties shall have an obligation to mitigate Losses under New York law, if any Indemnifying Party is liable promptly seek to pay an amount in discharge recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim under this Agreement and any member of the Indemnified Parties against the Indemnifying Party’s Group actually recovers (whether , to the extent coverage may be available therefor. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by payment, discount, credit, reliefit and to the extent consistent with any related indemnification agreement, insurance policy or otherwise) from a third party a sum which indemnifies or compensates any member applicable Law, be subrogated to all rights of the Indemnified Party’s Group (in whole or in part) Party against any third party in respect of the Losses claim to which is the subject matter indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds as a result of the matter giving rise to any indemnification claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss)the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of the claim, the Purchasers’ Representative or Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts to procure that reasonable steps are taken to enforce recovery against amount of any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) actually received by the third party and any actual recovery (less any costs and expenses incurred in obtaining such recovery (including Indemnified Party. If the Indemnified Party actually receives any insurance deductibles and reasonable and documented out-of-pocket legal fees)) shall reduce or satisfy, as proceeds with respect to any Damages after 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 provided indemnification for such Damages to 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 then the Indemnified Party’s Group Party shall promptly turn over any such insurance proceeds (net of any expenses actually incurred solely in whole or in partcollection thereof) in to the Indemnifying Party with 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 to such Loss), the Purchasers’ Representative or the Sellers’ Representative, as applicable, Damages. Nothing herein 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 require the Indemnified Party’s Group shall, pay to the Sellers’ Representative or the Purchasers’ Representative, as applicable, as soon as practicable after receipt an amount equal Parties to (i) seek any sum recovered from the third party less payment under any costs and expenses such insurance policies in respect of any Damages in lieu of (includingor prior to) seeking indemnification under this Section 12, insurance deductibles and reasonable and documented out-of-pocket legal fees) incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Party commence litigation to the relevant Indemnified Partyrecover proceeds under any such insurance policy or (iii) pursue any self-insurance set asides that may otherwise be available in respect of any such matter.