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 the amount of any 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 remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax 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 third-party insurance 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) net of the cost of recovery (including any increased premiums). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the R&W Insurance Policy shall expressly exclude extent any right of subrogation against Seller and its Affiliates except in the case of actual Losses were attributable to such Indemnified Party’s own fraud.

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 IXX, 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. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this AgreementArticle X, all Losses shall be reduced by the amount of any third party insurance or other indemnity or reimbursement proceeds (net of any premia increase arising therefrom third-party insurance and any expenses incurred to recover such amounts) indemnity proceeds that have been actually 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 net proceeds shall be remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity provisions covering any Losses for which it is seeking indemnification hereunder to the same extent as it would have reduced the Indemnifying Party’s if such Loss were not subject to indemnification obligations)hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by the amount net of any third party insurance or other insurance, indemnity or reimbursement similar agreement or arrangement or contribution proceeds that have been actually received by the Indemnified Party (net of any premia increase arising therefrom all costs and any expenses incurred to recover such amountsproceeds and any increase in insurance premiums resulting from the making of the claim giving right to such recovery) 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 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 Losses would have reduced the Indemnifying Party’s indemnification obligationspayment made). Upon making any payment 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 the Indemnified Party for more than one indemnification obligation under this Section 8.6, as applicable, only one recovery of Losses shall be allowed, and in no event shall there be any indemnification claim pursuant to or duplication of payments or recovery under different provisions of this Article IXAgreement arising out of the same facts, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraudconditions or events.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by the amount net of any third third-party insurance or other indemnity indemnity, contribution or reimbursement similar proceeds (net of any premia increase arising therefrom and any expenses incurred to recover such amounts) that have been actually recovered or are recoverable 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 net proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would have reduced the Indemnifying Party’s if such Covered Loss were not subject to indemnification obligations)hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that Party and otherwise cooperate with the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except Indemnifying Party in the case of actual fraudseeking recovery thereunder.

Additional Indemnification Provisions. With respect to each the indemnification obligation contained set forth in this Agreement, Article XI: (a) all Losses shall be reduced by the amount of any 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 third-party insurance proceeds recovered in cash, net of directly related premium adjustments, by the Indemnified Party in connection with the facts giving rise to the right of indemnification, and (b) each party shall use reasonable efforts to mitigate any Losses for which that party seeks indemnification (it being agreed that if such proceeds pursuant to this Article IX. In any case where an Indemnified Party recovers from a third party any amount in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of a matter for which an indemnification payment in satisfaction of its applicable indemnification obligation, such net proceeds shall be remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations). Upon making any payment to the Indemnified Party for any indemnification claim has previously indemnified it pursuant to this Article IX, the 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 (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts recovered, the Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to any the rights which of the Indemnified Party may have against any third parties Person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude Party to pursue any right of subrogation against Seller and its Affiliates except in the case of actual fraudclaims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this AgreementArticle X, all Losses shall be reduced by the amount of any third party insurance or other indemnity or reimbursement proceeds (net of any premia increase arising therefrom third-party insurance and any expenses incurred to recover such amounts) 92 indemnity proceeds that have been actually 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 net proceeds shall be remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity provisions covering any Losses for which it is seeking indemnification hereunder to the same extent as it would have reduced the Indemnifying Party’s if such Loss were not subject to indemnification obligations)hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IXX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights 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 to the Indemnifying Party. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.

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 proceeds 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 IXX, 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. Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and its Affiliates except in the case of actual fraud.