Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this AgreementArticle X, all Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount net of any third-party insurance or reimbursement and indemnity proceeds that have been recovered are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification in each case net of any deductible or copayment, the costs of filing a claim, arbitration costs, the Indemnified Party’s actual increase in applicable insurance or other premiums attributable to such recovery and all other out-of-pocket costs related to such recovery (it being agreed that if such third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made), and the . The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such any Losses for which it is seeking indemnification hereunder to the same extent as it would if such Losses Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates through a reduction in connection with Taxes otherwise due as a result of the incurrence of such Covered Loss and (b) the amount net of any third-party insurance or reimbursement indemnity, contribution or similar proceeds that have actually been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of and otherwise cooperate with the Indemnifying PartyParty in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax benefits Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiums), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party or, where be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Indemnified Party’s own fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount net of any third-party insurance or reimbursement indemnity, contribution or similar proceeds that have actually been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement indemnity, contribution or similar provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunderCovered Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third party insurers and any other third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf upon written request of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) net of any Tax benefits third party insurance, indemnity or similar agreement or arrangement or contribution proceeds that have been actually realized received by the Indemnified Party or its Affiliates (net of all costs and expenses incurred to recover such proceeds and any increase in connection with insurance premiums resulting from the incurrence making of the claim giving right to such Loss and (brecovery) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such third party insurance or indemnification or contribution proceeds in respect of such facts are recovered actually received by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of all costs and expenses incurred to recover such proceeds and any increase in insurance premiums resulting from the making of the claim giving right to such recovery) shall be promptly remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made). If a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement or is otherwise subject to more than one indemnification obligation under this Section 8.6, as applicable, only one recovery of Losses would have reduced the Indemnifying Party’s indemnification obligations)shall be allowed, and the Indemnified Party in no event shall use, and cause its Affiliates to use, reasonable best efforts to seek full there be any indemnification or duplication of payments or recovery under all insurance and other indemnity and reimbursement different provisions covering such Losses to of this Agreement arising out of the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article Xfacts, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights conditions or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Partyevents.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) net of any Tax benefits actually realized third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made), and indemnification shall not be available hereunder unless the Indemnified Party shall usefirst uses, and cause causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement indemnity, contribution or similar provisions covering such Losses Covered Loss to the same extent as it would if such Losses Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of and otherwise cooperate with the Indemnifying PartyParty in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) net of any Tax benefits actually realized third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made), and indemnification shall not be available hereunder unless the Indemnified Party shall usefirst uses, and cause causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement indemnity, contribution or similar provisions covering such Losses Covered Loss to the same extent as it would if such Losses Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of and otherwise cooperate with the Indemnifying PartyParty in seeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss Loss, and (b) the amount of any third-party insurance or reimbursement proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that that: (i) any such proceeds recovered by the Indemnified Party in pursuit of such recovery shall be net of out-of-pocket costs and expenses, including any increases in premiums directly attributable to the underlying claim, incurred by such Indemnified Party in seeking such recovery; and (ii) if such proceeds in respect of such facts are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses proceeds would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its controlled Affiliates to use, commercially reasonable best efforts to seek full recovery under all applicable insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-third party insurance or other indemnity or reimbursement proceeds (net of any premia increase arising therefrom and any expenses incurred to recover such amounts) that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such net proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in respect the case of such rights or claims against the third parties on behalf of the Indemnifying Partyactual fraud.