COOPERATION; MITIGATION Clause Samples
The COOPERATION; MITIGATION clause requires parties to actively work together and take reasonable steps to reduce or prevent losses or damages that may arise under the agreement. In practice, this means that if an issue or potential breach occurs, both parties must communicate, share relevant information, and attempt to minimize the impact, such as by implementing corrective actions or seeking alternative solutions. The core function of this clause is to ensure that losses are not unnecessarily increased and that both parties act in good faith to resolve problems efficiently, thereby limiting liability and promoting a collaborative approach to risk management.
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COOPERATION; MITIGATION. The Indemnified Party and the Indemnifying Party shall each cooperate fully (and shall each cause its Affiliates to cooperate fully) with the other in the defense or prosecution of any Third-Party Claim pursuant to Section 15.3.2. Without limiting the generality of the foregoing, each such Person shall furnish the other such Person (at the expense of the Indemnifying Party) with such documentary or other evidence as is then in its or any of its Affiliates’ possession and such other information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith as may reasonably be requested by the other Person for the purpose of defending against any such Third-Party Claim. The Parties hereby agree to use commercially reasonable efforts to mitigate any Loss that may be incurred in accordance with applicable Laws.
COOPERATION; MITIGATION. Seller Group Indemnitees shall reasonably cooperate with Purchaser, and Purchaser Group Indemnitees shall reasonably cooperate with Seller, and each such Indemnitee shall use commercially reasonable efforts to mitigate any and all Losses subject to indemnification hereunder.
COOPERATION; MITIGATION. The Seller Group shall reasonably cooperate with Purchasers, and the PB1 Purchaser Group, PB2 Purchaser Group, PB3 Purchaser Group, and PB4 Purchaser Group shall reasonably cooperate with Seller, and each such Indemnitee shall use Commercially Reasonable Efforts to mitigate any and all Losses subject to indemnification hereunder, including, using Commercially Reasonable Efforts to recover under any insurance policy (including, under each applicable Title Policy) or under any contractual right of set-off or indemnity; provided that, notwithstanding anything to the contrary in this Agreement, no member of the PB1 Purchaser Group, the PB2 Purchaser Group, the PB3 Purchaser Group or the PB4 Purchaser Group Indemnitees shall have any obligation to seek recoveries under any Representation and Warranty Insurance Policy.
COOPERATION; MITIGATION. Each party shall give prompt notice to the other of any facts coming to its attention that may give rise to a claim for indemnification. Each party shall cooperate with the other in any investigation, or in the defense of any litigation, proceeding, claim, demand, or other matter that might give rise to a claim for indemnification. Such cooperation shall include providing witnesses, files, documents, and records that each party is uniquely in a position to provide. An indemnified party shall use reasonable best efforts to mitigate any claim or liability that such indemnified party asserts under this Article XI. In the event that an indemnified party shall fail to use such reasonable best efforts to mitigate any claim or liability, notwithstanding anything else to the contrary contained in the Agreement, the indemnifying party shall not be required to indemnify any indemnified party for any portion of Damages that could reasonably be expected to have been avoided if the indemnified party had made such efforts.
COOPERATION; MITIGATION. Upon a reasonable request by the Indemnifying Party, each Indemnified Party seeking indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim. Any costs or expenses associated with taking such actions shall be included as Losses hereunder. Each Party shall be obligated to use reasonable good faith efforts to take actions which would mitigate the liability of an Indemnifying Party, to the extent that such mitigation efforts will not require it to expend in excess of $25,000.