Third Party Remedies Sample Clauses
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Third Party Remedies. If any Parent Indemnified Party is at any time entitled (whether by reason of a contractual right, a right to take or bring a Proceeding, availability of insurance or a right to require a payment discount or otherwise) to recover from another Person any amount in respect of any matter giving rise to a Loss (whether before or after the Company has made a payment to an Parent Indemnified Party hereunder and in respect thereof), Parent shall (and shall cause its applicable Affiliate to) (i) promptly notify the Company and provide such information as the Company may require relating to such right of recovery and the steps taken or to be taken by Parent in connection therewith, (ii) if so required by the Company (subject to Parent being indemnified to its reasonable satisfaction by the Company against all reasonable out-of-pocket costs and expenses incurred by Parent in respect thereof) and before being entitled to recover any amount from the Company under this Agreement, first take all steps (whether by making a claim against its insurers, commencement of a Proceeding or otherwise) as the Company may reasonably require to pursue such recovery and (iii) keep the Company fully informed of the progress of any action taken in respect thereof. Thereafter, any claim against the Company shall be limited (in addition to the limitations on the liability of the Company referred to in this Agreement) to the amount by which the Losses suffered by Parent Indemnified Party exceed the amounts so recovered by Parent Indemnified Party or any Affiliate of Parent. If Parent Indemnified Parties recover any amounts in respect of Losses from any third party at any time after the Company has paid all or a portion of such Losses to Parent Indemnified Parties pursuant to the provisions of this Article IX, Parent shall, or shall cause such Parent Indemnified Parties to, promptly (and in any event within two (2) Business Days of receipt) pay over to the Company the amount so received (to the extent previously paid by the Company).
Third Party Remedies. If any Indemnified Party or any of its Affiliates is at any time entitled (whether by reason of a contractual right, a right to take or bring a legal action, availability of insurance, or a right to require a payment discount or otherwise, provided that no such obligation exists to the extent that it would violate any subrogation or similar clause in any insurance policies, insurance Contract or insurance programs) to recover from another Person any amount in respect of any matter giving rise to a Loss (whether before or after a payment has been made to an Indemnified Party hereunder and in respect thereof), the Indemnified Party shall (and shall cause its applicable Affiliate to) (a) promptly notify the Indemnifying Party and provide such information as the Indemnifying Party may require relating to such right of recovery and the steps taken or to be taken by the Indemnified Party in connection therewith, including by assigning any such rights to the Indemnifying Party if possible and to the extent necessary to enable the Indemnifying Party to enforce such rights, (b) if so required by the Indemnifying Party (subject to the Indemnified Party being indemnified to its reasonable satisfaction by the Indemnifying Party against all reasonable out-of-pocket costs and expenses incurred by the Indemnified Party in respect thereof), take commercially reasonable steps as the Indemnifying Party may reasonably require to pursue such recovery, and (c) keep the Indemnifying Party reasonably informed of the progress of any action taken in respect thereof. If an Indemnified Party recovers any amounts in respect of Losses from any third party at any time after the Indemnifying Party has paid all or a portion of such Losses to the Indemnified Parties pursuant to the provisions of this Article IX, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so received (to the extent of amounts previously paid by the Indemnifying Party).
Third Party Remedies. In any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which an Indemnifying Party actually reimburses it pursuant to this Article 6, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of the amounts paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim.
Third Party Remedies. If the Buyer Indemnified Parties or the Seller Indemnified Parties recover any amounts in respect of Losses from any third party at any time after Seller or Buyer, respectively, has paid all or a portion of such Losses to the Buyer Indemnified Parties or the Seller Indemnified Parties, respectively, pursuant to the provisions of this Article XI, Buyer or Seller (as applicable) shall, or shall cause such Buyer Indemnified Parties or Seller Indemnified Parties (as applicable) to promptly notify Seller of any such recovery and, promptly (and in any event within five (5) Business Days after receipt) pay over to the other party the amount so received (to the extent previously paid by such other party).
Third Party Remedies. If the Acquiror or any Business Subsidiary (or any of their respective Affiliates) is at any time entitled (whether by reason of a contractual right, a right to take or bring a legal action, availability of insurance, or a right to require a payment discount or otherwise) to recover from another Person any amount in respect of any matter giving rise to a Loss (whether before or after the Company has made a payment to Acquiror hereunder and in respect thereof), the Acquiror shall (and shall cause its applicable Affiliate (including any Business Subsidiary) to) (a) promptly notify the Company and provide such information as the Company may require relating to such right of recovery and the steps taken or to be taken by the Acquiror in connection therewith, (b) if so required by the Company (subject to the Acquiror being indemnified to its reasonable satisfaction by the Company against all reasonable out-of-pocket costs and expenses incurred by the Acquiror in respect thereof), first take all steps (whether by making a claim against its insurers, commencement of an Action or otherwise) as the Company may reasonably require to pursue such recovery, and (c) keep the Company fully informed of the progress of any action taken in respect thereof. Thereafter any claim against the Company shall be limited (in addition to the limitations on the liability of the Company referred to in this Article X) to the amount by which the Losses suffered by the Acquiror exceed the amounts so recovered by Acquiror or any such Business Subsidiary or Affiliate.
Third Party Remedies. If any Indemnified Person is at any time entitled (whether by reason of a contractual right, a right to take or bring a legal action, availability of insurance or otherwise) to recover from another Person (other than the Indemnifying Party or its Affiliates) any amount in respect of any matter giving rise to a Loss (whether before or after an Indemnifying Party has made a payment to the Indemnified Person hereunder and in respect thereof), the Indemnifying Party shall provide such reasonable support (not involving the incurrence of liabilities or payment of money that is not reimbursed by the Indemnified Person) as the Indemnified Person may reasonably request in connection therewith.