Third Party Recoveries. There shall be netted from any payment for a Loss required under Section 7.2: (i) the amount of any indemnification received by the indemnified party from an unrelated party with respect to such Loss and (ii) the amount of any insurance proceeds or other cash receipts paid to the indemnified party against any such Loss provided, however, that any such recoveries from unrelated parties and/or insurers shall not reduce the maximum aggregate liability of the applicable Xxxxxx Parties under Section 7.3(c) above.
Third Party Recoveries. The amount of Damages incurred by the Licensee or SAIC Indemnified Parties will be reduced by the actual amount of recoveries from any third party (after deducting attorneys’ fees, expenses and other costs of recoveries), including from insurance companies and pursuant to indemnification agreements.
Third Party Recoveries. If United, as a third party administrator for the VA, has compensated Provider for Covered Services, United retains the right to recover from applicable third parties responsible for payment for services rendered to an Enrolled Eligible Veteran and to retain all such recoveries. Provider will provide United with such information as United may require in order to pursue recoveries from such third party sources, and to promptly remit to United any monies Provider may receive from or with respect to such sources of recovery.
Third Party Recoveries. (a) The Sellers and Rentassured Sellers shall not be liable under the warranties set forth in Article IV of this Agreement or in the Tax Deed in respect of any claim to the extent of the proceeds that any Buyer Party recovers under any policy of insurance which is in force as at the date of this Agreement (net of any increase in premiums as result such claim), or to the extent of the amounts that the Buyer Party or any member of the Buyer's Group have already obtained reimbursement or restitution in respect of such claim from any third party.
(b) If the Sellers or Rentassured Sellers pay to a Buyer Party an amount in respect of any claim under the warranties set forth in Article IV of this Agreement or in the Tax Deed and the Buyer Party subsequently recovers from a third party (including, without limitation, any insurer or any tax authority) a sum which is referable to that claim, the Buyer Party shall repay to the Sellers and the Rentassured Sellers so much of the amount originally paid by the Sellers and Rentassured Sellers as does not exceed the sum recovered from the third party after deduction of all reasonable costs and expenses of recovery.
Third Party Recoveries. The amount of any Losses subject to indemnification under this Article VII shall be calculated net of any third party insurance and/or bond proceeds and other third party recoveries (including through indemnification, counterclaim, reimbursement arrangement, contract or otherwise) (“Third Party Recovery Sources”) actually received by the Indemnified Party on account of such Losses, net of costs and expenses associated with pursuing such insurance recoveries or other third party recoveries. The Indemnified Party shall use commercially reasonable efforts to seek payment and recovery from such Third Party Recovery Sources in connection with any Losses for which it will seek indemnification from the Indemnifying Party.
Third Party Recoveries. 11.8.1 Any amount of Losses for which the Seller would otherwise have been liable in respect of any Claim shall be reduced by the net amount of any insurance (including the W&I Insurance, as applicable), indemnification or other recovery which the Group Company or the Purchaser actually received from any insurance company or any other third party in respect of the Loss for which the Claim is made.
11.8.2 If the Seller pays an amount in discharge of any Claim and the Purchaser or a Group Company subsequently recovers from an insurance company (including the W&I Insurer, as applicable) or any other third party a sum relating to the Loss on which the Claim was based, the Purchaser shall pay to the Seller an amount equal to the difference between:
(i) the amount paid by the Seller to the Purchaser; and
(ii) the amount that the Purchaser would have received if the net amount of such recovery had been taken into account in determining the amount due by the Seller in accordance with this Clause 11.8.
11.8.3 For the purposes of this Clause 11.8 the “net amount” of such indemnification or other recovery shall be equal to the amount actually received by the Purchaser or a Group Company, less any reasonable and documented costs and expenses incurred by the Purchaser or Group Company in respect of such indemnification or other recovery.
Third Party Recoveries. If Seller makes a payment with respect to any claim under the representations or warranties set forth herein and Purchaser subsequently receives from a Third Party or under the terms of any insurance policy a sum in respect of the same claim, Purchaser shall repay to Seller such amount as is equal to the sum subsequently received. If Purchaser receives any Third Party recoveries prior to Seller making payment in respect of a claim, then such recoveries shall be deducted from any Losses subject to indemnification under this Agreement. Except as set forth in Section 9.2, nothing contained herein shall obligate Purchaser to make a claim against an insurer or any other Third Party for recovery.
Third Party Recoveries. If the Purchaser or the Company is entitled to recover (whether by payment, discount, credit, set-off or otherwise) from any Person other than the Shareholders any sum in respect of any matters giving rise to a liability of the Shareholders under any of the representations and warranties contained in this Agreement the Purchaser shall, and shall procure that the Company shall, give all reasonable assistance (including access to documents) if required by the Shareholders, and at the expense of the Shareholders, shall take, or procure the taking of, all, in Purchaser's judgment, appropriate steps to enforce such recovery (keeping the Shareholders reasonably informed of the progress of any action taken) and, in the case of the Purchaser, shall forthwith account to the Company for any amount so recovered less all reasonable expenses of recovery thereof or, if less, any amount paid or payable by the Shareholders in respect of the claim.
Third Party Recoveries. 4.1 The Warrantors shall not be liable in respect of a Warranty Claim (which shall include any costs, charges and expenses, including any irrecoverable VAT and disbursements, in each case, reasonably and properly incurred by the Buyer or any member of the Buyer’s Group in recovering that sum and any Tax charged on such sum) to the extent that the Buyer or any other member of the Buyer’s Group or those deriving title from the Buyer have already obtained reimbursement or restitution in respect of such Warranty Claim from any third party.
4.2 Subject to the Buyer being indemnified and secured by any of the Warrantors to the reasonable satisfaction of the Buyer, if the Buyer or any other member of the Buyer’s Group has a claim against, or is entitled to recover from, any third party in relation to any matter which would or, in the reasonable opinion of the Buyer, is likely to give rise to a Warranty Claim, the Buyer shall use reasonable endeavours to recover any amounts due from such third party before taking any action (other than notifying the Sellers’ Representative of the claim pursuant to paragraph 9 of this Schedule) against the Warrantors (or any of them) PROVIDED THAT nothing in this paragraph 4.2 shall require the Buyer or any other member of the Buyer’s Group to take or refrain from taking any action which it considers, acting reasonably and in good faith, would materially and adversely affect the goodwill or bona fide commercial interests of any member of the Buyer’s Group.
4.3 If the Warrantors (or any of them) pay to the Buyer an amount in respect of any Warranty Claim and the Buyer or any other member of the Buyer’s Group subsequently recovers from a third party (by whatever means) a sum which is referable to that Warranty Claim within three years of the date such payment is made, the Buyer shall repay to the Warrantors so much of the amount originally paid by the Warrantors as does not exceed the sum recovered from the third party after deduction of all reasonable and properly incurred costs and expenses of recovery.
Third Party Recoveries. Notwithstanding anything to the contrary in this Agreement, the amount of any losses arising from Claims for which either party shall be entitled to indemnification pursuant to this Section 10 shall be reduced, on a dollar for dollar basis, by the amount of any insurance proceeds recovered in respect thereof or any other amount recovered under any indemnity, contribution or other similar arrangement with a third Person in respect thereof. Prior to recovering any indemnification pursuant to this Section 10, Seller or Buyer, as the case may be, shall use commercially reasonable efforts to collect any and all available amounts under any available insurance policies or agreements of indemnity, contribution or other similar arrangements with third Persons.
