Common use of Third Party Remedies Clause in Contracts

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 Parent Buyer Indemnified Party is at any time entitled (whether by reason of a contractual right, a right to take or bring a Proceedingan Action, availability of insurance 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 Seller has made a payment to an Parent Buyer Indemnified Party hereunder and in respect thereof), Parent Buyer shall (and shall cause its applicable Affiliate to) (i) promptly notify the Company Seller and provide such information as the Company Seller may require relating to such right of recovery and the steps taken or to be taken by Parent Buyer in connection therewith, (ii) if so required by the Company Seller (subject to Parent Buyer being indemnified to its reasonable satisfaction by the Company Seller against all reasonable out-of-pocket costs and expenses incurred by Parent Buyer in respect thereof) and before being entitled to recover any amount from the Company Seller under this Agreement, first take all steps (whether by making a claim against its insurers, commencement of a Proceeding an Action or otherwise) as the Company Seller may reasonably require to pursue such recovery recovery, and (iii) keep the Company Seller fully informed of the progress of any action taken in respect thereof. Thereafter, any claim against the Company Seller shall be limited (in addition to the limitations on the liability of the Company Seller referred to in this Agreement) to the amount by which the Losses suffered by Parent Buyer Indemnified Party exceed the amounts so recovered by Parent Buyer Indemnified Party or any Affiliate of ParentBuyer. If Parent Buyer Indemnified Parties recover any amounts in respect of Losses from any third party at any time after the Company Seller has paid all or a portion of such Losses to Parent Buyer Indemnified Parties pursuant to the provisions of this Article ARTICLE IX, Parent Buyer shall, or shall cause such Parent Buyer Indemnified Parties to, to promptly (and in any event within two (2) Business Days of receipt) pay over to the Company Seller the amount so received (to the extent previously paid by the CompanySeller).