Common use of Indemnification Adjustment Clause in Contracts

Indemnification Adjustment. The amount of any Losses shall be reduced by any amount received by an Indemnified Party under any insurance coverage or from any other party alleged to be responsible therefor (net of any cost of recovery), and such Indemnified Party shall either (i) use reasonable commercial efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility or (ii) assign to the Indemnifying Party responsible for reimbursing such Losses all of its rights to collect under any insurance coverage or from any other party alleged to be responsible therefor; provided, however, that such Indemnified Party shall be restricted from assigning such rights, and such Indemnifying Party shall be under no obligation to accept any such assignment, if such collection rights are non-assignable or if such Indemnifying Party reasonably determines that the assignment of such rights would materially decrease the amount of funds (net of any cost of recovery) that such Indemnifying Party would otherwise be entitled to receive pursuant to this Section 8.9(g) with respect to such Losses. If an Indemnified Party receives an amount under insurance coverage or from such other party with respect to Losses at any time subsequent to any indemnification provided by this Section 8.9, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made to the Indemnified Party by such Indemnifying Party (net of any cost of recovery) in connection with providing such indemnification up to such amount received by the Indemnified Party. In addition, no Indemnified Party shall be entitled to any duplication of reimbursement or indemnification with respect to any Losses which constitute a breach of more than one representation, warranty, covenant or agreement contained herein. The parties acknowledge and agree that if any Purchaser Indemnitee or any Seller receives funds under any insurance coverage or from any third party as contemplated by this Section 8.9(g), and at such time funds still remain in the Escrow Account, then such Purchaser Indemnitee or such Seller shall promptly deliver such funds (net of any cost of recovery) in an amount, when added to the funds already held in the Escrow Account, not to exceed the Escrow Amount.

Indemnification Adjustment. The amount of any Losses shall be reduced by any amount received by an Indemnified Party under any insurance coverage or from any other party alleged to be responsible therefor (net of any cost of recovery), and such Indemnified Party shall either (i) use commercially reasonable commercial efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility or (ii) assign to the Indemnifying Party responsible for reimbursing such Losses all of its rights to collect under any insurance coverage or from any other party alleged to be responsible therefor; , provided, however, that such Indemnified Party shall be restricted from assigning such rights, and such Indemnifying Party shall be under no obligation to accept any such assignment, if such collection rights are non-assignable or if such Indemnifying Party reasonably determines that the assignment of such rights would materially decrease the amount of funds (net of any cost of recovery) that such Indemnifying Party would otherwise be entitled to receive pursuant to this Section 8.9(g8.1(g) with respect to such Losses. If an Indemnified Party receives an amount under insurance coverage or from such other party with respect to Losses at any time subsequent to any indemnification provided by this Section 8.98.1, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made to the Indemnified Party by such Indemnifying Party (net of any cost of recovery) in connection with providing such indemnification up to such amount received by the Indemnified Party. In addition, no Indemnified Party shall be entitled to any duplication of reimbursement or indemnification with respect to any Losses which constitute a breach of more than one representation, warranty, covenant or agreement contained herein. The parties acknowledge and agree that if any Purchaser Indemnitee or any Seller receives funds under any insurance coverage or from any third party as contemplated by this Section 8.9(g), and at such time funds still remain in the Escrow Account, then such Purchaser Indemnitee or such Seller shall promptly deliver such funds (net of any cost of recovery) in an amount, when added to the funds already held in the Escrow Account, not to exceed the Escrow Amount.

Indemnification Adjustment. The amount of any Losses shall be reduced by any amount received by an Indemnified Party under any insurance coverage or from any other party alleged to be responsible therefor (net of any cost of recovery), and such Indemnified Party shall either (i) use reasonable commercial efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility or (ii) assign to the Indemnifying Party responsible for reimbursing such Losses all of its rights to collect under any insurance coverage or from any other party alleged to be responsible therefor; provided, however, that such Indemnified Party shall be restricted from assigning such rights, and such Indemnifying Party shall be under no obligation to accept any such assignment, if such collection rights are non-assignable or if such Indemnifying Party reasonably determines that the assignment of such rights would materially decrease the amount of funds (net of any cost of recovery) that such Indemnifying Party would otherwise be entitled to receive pursuant to this Section 8.9(g) with respect to such Losses. If an Indemnified Party receives an amount under insurance coverage or from such other party with respect to Losses at any time subsequent to any indemnification provided by this Section 8.9, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made to the Indemnified Party by such Indemnifying Party (net of any cost of recovery) in connection with providing such indemnification up to such amount received by the Indemnified Party. In addition, no Indemnified Party shall be entitled to any duplication of reimbursement or indemnification with respect to any Losses which constitute a breach of more than one representation, warranty, covenant or agreement contained herein. The parties acknowledge and agree that if any Purchaser Indemnitee or any Seller receives funds under any insurance coverage or from any third party as contemplated by this Section 8.9(g), and at such time funds still remain in the Escrow Account, then such Purchaser Indemnitee or such Seller shall promptly deliver such funds (net of any cost of recovery) in an amount, when added to the funds already held in the Escrow Account, not to exceed the Escrow AmountAmount (if the First Distribution has not occurred) or, if the First Distribution has occurred, in an amount, when added to the funds already held in the Escrow Account, not to exceed $10,000,000, in either case to the Escrow Agent to be placed into the Escrow Account.