Common use of Adjustments to Losses Clause in Contracts

Adjustments to Losses. (a) In calculating the amount of any loss, the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person, in each case relating to any claim for indemnification pursuant to Section 12.2, net of any actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted, except to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such loss. In the event that an Indemnified Party has any rights against a third party with respect to any occurrence, claim or loss that results in a payment by an Indemnifying Party under this Article 12, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided that until the Indemnified Party recovers full payment of the loss related to any such claim, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby expressly made subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.

Adjustments to Losses. (a) In calculating the amount of any lossLoss, the proceeds actually received or reasonably expected to be received by the Buyer Indemnified Party Parties or any of its Affiliates the Vendor Indemnified Parties, as the case may be, under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person, Person in each case relating to any claim for indemnification pursuant to Section 12.2, respect of such Loss (net of any actual costs or reasonable expenses and Taxes incurred in connection with securing obtaining or obtaining receiving such proceeds, ) shall be deducted. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, except contribution or other similar agreements for any Losses prior to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such lossseeking indemnification under this Agreement. In the event that an Indemnified Party has any rights against a third party (other than any R&W Insurer) with respect to any occurrence, claim or loss Loss that results in a payment by an Indemnifying Party under this Article 12, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided that that, until the Indemnified Party recovers full payment of the loss related to any such claimLoss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is are hereby expressly made subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.