Common use of Right to Recover Clause in Contracts

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 made by the Indemnifying Party to the Indemnified Party on the claim.

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 Acquired Companies 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 Acquired Companies or the Company’s Subsidiaries under the Foodswing any 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 Acquired Companies or the Company’s Subsidiaries under the Foodswing any 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 Acquired Companies or the Company’s Subsidiaries under the Foodswing any 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 Acquired Companies or the Company’s Subsidiaries under the Foodswing any 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 made by the Indemnifying Party to the Indemnified Party on the claim.

Right to Recover. The (a) If any Indemnifying Party shall make is liable to pay an amount in discharge of any indemnification payments determined to be payable to claim under this Agreement and any member of the Indemnified Party hereunder without regard Party’s Group recovers or is entitled 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 from a result of the matter giving rise third party (other than a Tax Authority, recovery against which is subject to the claim for provisions of Article VII (Tax Matters) of this Agreement) a sum which indemnification payments are to be made. The Indemnified Party will use commercially reasonable efforts to promptly seek to recover indemnifies or make a claim for insurance proceeds or other amounts available (including pursuant to compensates 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 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, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall procure that, before steps are taken to enforce a claim against any Indemnifying Party under this Agreement, all reasonable steps are taken to enforce recovery against the Indemnifying Party. In additionthird party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the Indemnifying Party shallcase may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative or Sellers’ Representative shall be required to act or forbear to act under this Section 8.9 if such act or forbearance, as applicable, could prejudice such person’s ability to prosecute a claim against an Indemnifying Party or any indemnification payment made by itright hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, be subrogated to all rights 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 against any Party’s Group 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 (in whole or in part) in respect of the claim Loss or Tax Loss which is the subject matter of the claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall procure that all steps are taken as may reasonably be required to which enforce such recovery and shall, or shall procure that the indemnification payment relates. If relevant member of the Indemnified Party receives any insurance proceeds or other amounts (including pursuant Party’s Group shall, pay to any indemnification rights of the Company Sellers’ Representative or the Company’s Subsidiaries 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 incurred in obtaining such recovery less any Tax cost actually realized after taking into account any Tax benefit actually realized (each as determined under the Foodswing APASection 8.7(b)) 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 claimrecovery or (ii) if less, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced amount previously paid 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 relevant Indemnifying Party to the extent of the payments made by the Indemnifying Party to the relevant Indemnified Party on the claimParty.

Right to Recover. The (a) If the Indemnifying Party shall make is liable to pay an amount in discharge of any indemnification payments determined to be payable to claim under this Agreement and the Indemnified Party hereunder without regard recovers or is entitled 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 from a result of the matter giving rise to the claim for third party a sum which indemnification payments are to be made. The Indemnified Party will use commercially reasonable efforts to promptly seek to recover indemnifies 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 compensates 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 whole or in part) in respect of the claim to Losses which is 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 subject 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 take such insurance proceeds or other amounts received to actions (at the Indemnifying Party’s sole cost and expense) as may be reasonably requested by the Indemnifying Party to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the payments made foregoing, no party shall be required to act or forbear to act under this Section 9.10 if such act or forbearance, as applicable, could prejudice such Person’s ability to prosecute a claim against the Indemnifying Party or any right hereunder in the reasonable judgment of such party, as applicable. (b) If an Indemnifying Party has paid an amount in discharge of any claim under this Agreement and the Indemnified 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 the Indemnified Party (in whole or in part) in respect of the Loss which is the subject matter of the claim, then the Indemnified Party shall take such actions (at the Indemnifying Party’s sole cost and expense) as may be reasonably requested by the Indemnifying Party to enforce such recovery and shall, or shall procure that the Indemnified Party shall pay to the Indemnifying 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 incurred in obtaining such recovery or (ii) if less, the amount previously paid by the Indemnifying Party to the Indemnified Party on the claimParty.

Right to Recover. The (a) If any Indemnifying Party shall make is liable to pay an amount in discharge of any indemnification payments determined to be payable to claim under this Agreement and any member of the Indemnified Party hereunder without regard Party’s Group recovers or is entitled 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 from a result of the matter giving rise to the claim for third party a sum which indemnification payments are to be made. The Indemnified Party will use commercially reasonable efforts to promptly seek to recover indemnifies or make a claim for insurance proceeds or other amounts available (including pursuant to compensates 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 member of the Indemnified Party’s Group (in whole or in part) in respect of the Loss (other than a Tax Loss) which is the subject matter of the claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall procure that, before steps are taken to enforce a claim against any Indemnifying Party under this Agreement, all reasonable steps are taken to enforce recovery against the Indemnifying Party. In additionthird party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the Indemnifying Party shallcase may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative or Sellers’ Representative shall be required to act or forbear to act under this Section 8.10 if such act or forbearance, as applicable, could prejudice such person’s ability to prosecute a claim against an Indemnifying Party or any indemnification payment made by itright hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, be subrogated to all rights as applicable. (a) If any Indemnifying Party has paid an amount in discharge of any claim under this Agreement and any member of the Indemnified Party against any Party’s Group 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 (in whole or in part) in respect of the claim Loss which is the subject matter of the claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall procure that all steps are taken as may reasonably be required to which enforce such recovery and shall, or shall procure that the indemnification payment relates. If relevant member of the Indemnified Party receives any insurance proceeds or other amounts (including pursuant Party’s Group shall, pay to any indemnification rights of the Company Sellers’ Representative or the Company’s Subsidiaries 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 incurred in obtaining such recovery less any Tax cost actually realized after taking into account any Tax benefit actually realized (each as determined under the Foodswing APASection 8.8(b)) 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 claimrecovery or (ii) if less, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced amount previously paid 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 relevant Indemnifying Party to the extent of the payments made by the Indemnifying Party to the relevant Indemnified Party on the claimParty.

Right to Recover. The Indemnifying 10.10.1 Neither Party shall make be required to pay over any indemnification payments determined amounts relating to any actual Liability unless and until such actual Liability is due and payable, or any Losses relating to any contingent Liability unless and until such contingent Liability becomes an actual Liability and is due and payable, provided that this Clause 10.10.1 shall not operate to exclude liability in relation to a claim made in respect of an actual or contingent Liability within the relevant time limit specified in Clause 10.1 and specifying the matters set out in Clause 11.2. 10.10.2 Neither Party shall be payable liable in respect of any Losses claimed under this Agreement to the Indemnified extent that such Losses are covered by a right of recovery against a third party and the relevant member of Purchaser’s Group or Seller’s Group, as applicable, fails to use commercially reasonable efforts to make such recovery. If, before a Party hereunder without regard to pays an amount in discharge of any expectation that claim under this Agreement, the Indemnified other Party has recovered (directly or indirectly, by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which compensates such other Party (including, for this Section 11.7(cin whole or in part) in the case respect of the PurchaserLoss which is the subject matter of the claim, then such payment obligations shall be commensurately reduced after taking into account costs and expenses reasonably incurred in obtaining such recovery and limited to the Company amount actually recovered in respect of the claim. If a Party (the “Payor Party”) has paid an amount in discharge of any claim under this Agreement and the Company’s Subsidiariesother Party (the “Payee Party”) will recover insurance proceeds subsequently recovers (directly or other amounts (indirectly, whether by payment, discount, credit, relief, insurance or otherwise) as from 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 a sum which compensates the Payee Party (in whole or in part) in respect of the claim to Loss which is 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 subject 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, then the Indemnifying Party’s indemnification obligation with respect Payee Party shall forthwith pay or procure to be paid to the Payor Party the amount recovered, less any costs and expenses reasonably incurred in obtaining such claim shall be reduced recovery and limited to the amount actually paid by the amount Payor Party in respect 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 made by the Indemnifying Party to the Indemnified Party on the claim.

Right to Recover. The (a) If any Indemnifying Party shall make Person is liable to pay an amount in discharge of any indemnification payments determined claim under this Agreement and any Indemnified Person recovers or is entitled 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 from a result third party a sum which indemnifies or compensates the Indemnified Person (in whole or in part) in respect of the Loss which is the SC1:3314648.6 subject matter giving rise of the claim, Parent or Purchaser, as applicable, shall procure that, before steps are taken 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 enforce a claim for insurance proceeds or other amounts available (including pursuant against any Indemnifying Person under this Agreement, all reasonable steps are taken 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 enforce recovery against the Indemnifying Party. In additionthird party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery) shall reduce or satisfy, as the Indemnifying Party shallcase may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither Party shall be required to act or forbear to act under this Section 8.12 if such act or forbearance, as applicable, could prejudice such Person’s ability to prosecute a claim against an Indemnifying Person or any indemnification payment made right hereunder in the reasonable judgment of Parent or Purchaser, as applicable. (b) If any Indemnifying Person has paid an amount in discharge of any claim under this Agreement and any Indemnified Person recovers or is entitled to recover (whether by itpayment, be subrogated to all rights of the Indemnified Party against any discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Indemnified Person (in whole or in part) in respect of the claim to Loss which is 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 subject 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, Parent or Purchaser, as applicable, shall procure that all steps are taken as may reasonably be required to enforce such recovery and shall, or shall procure that the Indemnifying Party’s indemnification obligation with respect relevant Indemnified Person shall, pay to Parent or Purchaser, as applicable, as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such claim shall be reduced recovery or (ii) if less, the amount previously paid by the amount of any such insurance proceeds or other amounts (including any amounts recovered pursuant relevant Indemnifying Person to the exercise of any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) actually received by the relevant 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 made by the Indemnifying Party to the Indemnified Party on the claimPerson.Double Claims

Right to Recover. The (a) If any Indemnifying Party shall make Person is liable to pay an amount in discharge of any indemnification payments determined claim under this Agreement and any Indemnified Person recovers or is entitled 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 from a result third party a sum which indemnifies or compensates the Indemnified Person (in whole or in part) in respect of the Loss which is the subject matter giving rise of the claim, Parent or Purchaser, as applicable, shall procure that, before steps are taken 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 enforce a claim for insurance proceeds or other amounts available (including pursuant against any Indemnifying Person under this Agreement, all reasonable steps are taken 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 enforce recovery against the Indemnifying Party. In additionthird party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery) shall reduce or satisfy, as the Indemnifying Party shallcase may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither Party shall be required to act or forbear to act under this Section 8.11 if such act or forbearance, as applicable, could prejudice such Person’s ability to prosecute a claim against an Indemnifying Person or any indemnification payment made right hereunder in the reasonable judgment of Parent or Purchaser, as applicable. (b) If any Indemnifying Person has paid an amount in discharge of any claim under this Agreement and any Indemnified Person recovers or is entitled to recover (whether by itpayment, be subrogated to all rights of the Indemnified Party against any discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Indemnified Person (in whole or in part) in respect of the claim to Loss which is 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 subject 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, Parent or Purchaser, as applicable, shall procure that all steps are taken as may reasonably be required to enforce such recovery and shall, or shall procure that the Indemnifying Party’s indemnification obligation with respect relevant Indemnified Person shall, pay to Parent or Purchaser, as applicable, as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such claim shall be reduced recovery or (ii) if less, the amount previously paid by the amount of any such insurance proceeds or other amounts (including any amounts recovered pursuant relevant Indemnifying Person to the exercise of any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) actually received by the relevant 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 made by the Indemnifying Party to the Indemnified Party on the claimPerson.