Insurance and Other Recoveries. (a) All indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnified Party for such loss for which the Indemnified Party is seeking indemnification. Each Party agrees to promptly make a Claim against any applicable insurance with respect to any loss that would otherwise be payable pursuant to this Article VII.
Insurance and Other Recoveries. Notwithstanding anything contained in this Agreement to the contrary, Damages of all Indemnified Parties shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Indemnified Party is a party or has rights) actually paid to and received by the Indemnified Parties in connection with the facts giving rise to the right of indemnification, less any costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket costs). The applicable Indemnified Parties shall use commercially reasonable efforts to recover from insurance policies or other applicable sources of recovery the maximum portion of any Damages of such Indemnified Parties. If the applicable Indemnified Parties shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies or other applicable sources of recovery and shall not have recovered the applicable Damages, the applicable Indemnifying Party shall be liable for the amount by which such Damages exceeds the amounts actually recovered subject to the limitations on indemnification set out in Section 6.6.
Insurance and Other Recoveries. For all purposes of Article VII and this Article IX, “Losses” shall be net of (i) any insurance, indemnification or other recoveries actually paid to the Indemnified Party or its Affiliates under any insurance policy (net of any increase in premiums required to be paid as a result of such Loss) or any other Contract in connection with the facts giving rise to the right of indemnification, and (ii) any Tax Benefit actually realized by Medifax as a result of any such Loss in a taxable period (or portion thereof) beginning after the Closing Date.
Insurance and Other Recoveries. (i) The amount of any Losses payable under this Article XI by an Indemnifying Person shall be net of amounts actually recovered under applicable insurance policies or from any other third party with indemnification obligations or from any other person responsible therefor. If an Indemnified Person receives any amounts under applicable insurance policies or from any other third party with indemnification obligations or from any other person alleged to be responsible for any Losses subsequent to an indemnification payment by any Indemnifying Person, and provided the Indemnified Person has collected all sums due from the Indemnifying Person, then the amount of Losses to be recovered by the Indemnified Person shall be recalculated, taking into account the limitations of this Section 11.3, as if such insurance proceeds or other payments had been made prior to the collection of any Losses under this Agreement and any excess Losses previously collected after such recalculation shall be repaid to the Indemnifying Person; provided, however, that where Purchaser is the Indemnified Person, any such amounts shall be paid to the Sellers’ Representative for distribution to the Sellers. Notwithstanding the foregoing or anything to the contrary set forth herein, in no event shall an Indemnified Person be required to pursue any insurance coverage or any third party with indemnification obligations or any other person responsible therefor in order to seek indemnification under this Article XI.
Insurance and Other Recoveries. Notwithstanding anything contained in this Agreement to the contrary, Losses of an Indemnified Party shall be net of any insurance or other prior or subsequent recoveries by such Indemnified Party in connection with the facts giving rise to the right of indemnification (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which such Indemnified Party is a party or has rights). The applicable Indemnified Party shall use commercially reasonable efforts to recover from insurance policies or other applicable sources of recovery the maximum portion of any Losses of such Indemnified Party. If the applicable Indemnified Party has used commercially reasonable efforts to recover any amounts recoverable under insurance policies or other applicable sources of recovery and has not recovered the applicable Losses, the applicable Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered subject to the limitations on indemnification set out in this Article 6. If the applicable Indemnified Party fails to use commercially reasonable efforts to recover any amounts recoverable under insurance policies or other applicable sources of recovery, the applicable Indemnifying Party shall not be required to indemnify the applicable Indemnified Party for that portion of any Losses that could reasonably be expected to have been recovered had the applicable Indemnified Party used such commercially reasonable efforts.
Insurance and Other Recoveries. For purposes of determining the amount of Damages subject to an indemnification claim made pursuant to this Article 10, the amount of such Damages shall be reduced by the amount of any insurance proceeds or other recoveries from third parties (net of any deductible or other costs or expenses of recovery, including attorney costs and any increases in premiums or retro-premiums) actually received by the applicable Indemnified Party in respect of such Damages. If an indemnification payment is received by any Indemnified Party, and such Indemnified Party later receives insurance proceeds or other third party recoveries described in the previous sentence in respect of the related Damages that were not previously credited against such indemnification payment when made, such Indemnified Party shall promptly pay to the Indemnifying Party, a sum equal to the lesser of: (i) the actual amount of such insurance proceeds or third party recoveries actually received (net of any deductible or other costs or expenses of recovery); or (ii) the actual amount of the indemnification payment previously paid to the Indemnified Party by or on behalf of the Indemnifying Party with respect to such Damages. Each Indemnified Party shall, in good faith, use its commercially reasonable efforts to collect amounts available under insurance coverages, relating to any Damages for which it is seeking indemnification.
Insurance and Other Recoveries. Losses and all indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds actually received by the Indemnitee or its Affiliates (net of any applicable deductible) as a result of the Losses for which the Indemnitee is seeking indemnification.
Insurance and Other Recoveries. Losses and all indemnification payments payable hereunder shall be reduced by the amount of insurance proceeds available to the Indemnitee or its affiliates (net of any applicable deductible) as a result of the Loss for which the Indemnitee is seeking indemnification. Each Party agrees (and will cause its affiliates) to promptly make a claim against any applicable insurance with respect to any Loss that would otherwise be payable pursuant to Section 12.2 and to use reasonable commercial efforts to prosecute such insurance claim. Buyer shall be responsible, as Indemnitee, for taking or causing to be taken all reasonable steps to mitigate its Losses upon and after becoming aware of any event that could reasonably be expected to give rise to Losses that may be indemnifiable under this Article 12.
Insurance and Other Recoveries. If an Indemnified Party has an insurance policy that covers the matter giving rise to any indemnification claim of an Indemnified Party, the Indemnified Party, at the request of the Indemnifying Party, shall use commercially reasonable efforts to claim and collect the insurance proceeds or similar amounts under such insurance policy, provided that the Indemnifying Party shall reimburse the Indemnified Party for any increases in insurance premiums that result from making such claim under such insurance policy. If an Indemnified Party receives any insurance proceeds or other similar amounts as a result of the matter giving rise to any indemnification claim of an Indemnified Party, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds or other similar amount actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds or other similar amounts as a result of the matter giving rise to any indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds or other similar amounts received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party to the Indemnified Party with respect to the claim.
Insurance and Other Recoveries. The amount for which an Indemnifying Party is ultimately liable to the Indemnified Party pursuant to Article VIII in respect of any loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premium or other chargebacks. Notwithstanding the foregoing, the parties agree that an Indemnifying Party shall make any and all indemnification payments initially without regard to any potential recovery from an insurance company or other third party, no party shall have any obligation to seek to recover from an insurance company or other third party in connection with making a claim under this Article VIII against an Indemnifying Party and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment in respect of any loss for which the Indemnified Party received indemnification from the Indemnifying Party, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in losses for which the Indemnified Party was indemnified prior to the realization of reduction of such losses.
