Common use of Insurance Effect Clause in Contracts

Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article X are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements pursuant to an insurance policy, EdtechX Committee or Company Representative, as applicable, shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that EdtechX Committee or Company Representative shall nevertheless be entitled to bring a claim for indemnification under this Article X in respect of such Losses and the time limitations set forth in Section 10.6 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by an EdtechX Indemnitee or Company Indemnitee for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing. If an EdtechX Indemnitee or Company Indemnitee has received the indemnification required by this Article X in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Company Shareholders or Holdco, as applicable, and shall pay to the Company Shareholders or Holdco, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any indemnification received pursuant to this Article X in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

Insurance Effect. To If, prior to the extent that any Losses that are subject to indemnification pursuant to this Article X are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements pursuant to an insurance policy, EdtechX Committee or Company Representative, as applicable, shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that EdtechX Committee or Company Representative shall nevertheless be entitled to bring settlement and payment of a claim for indemnification Damages by the Indemnifying Party, a Buyer Indemnified Party receives a payment from an insurance carrier in connection with the Damages to which such claim relates, the amount of Damages recoverable by a Buyer Indemnified Party under this Article X in respect of VIII from the Company Indemnifying Parties for such Losses and the time limitations set forth in Section 10.6 hereof for bringing a claim of indemnification under this Agreement shall be tolled during reduced by the pendency amount of such insurance payment received, net of any costs of collection, co-pays, deductibles or increases in premiums to be paid by the Buyer Indemnified Party related to the insurance carrier’s payment of such claim. The existence If a Buyer Indemnified Party receives any insurance payment in connection with any claim for Damages for which it already received payment from a Buyer Indemnifying Party, within thirty (30) days of a claim by an EdtechX Indemnitee or Company Indemnitee for monies from an insurer or against a third party in respect of any Loss shall notreceiving such insurance payment, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing. If an EdtechX Indemnitee or Company Indemnitee has received the indemnification required by this Article X in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Company Shareholders or Holdco, as applicable, and Buyer Indemnified Party shall pay to the Company Shareholders Escrow Agent for deposit in the Escrow Account, the amount of the insurance payments received, net of any costs of collection, co-pays, deductibles or Holdcoincreases in premiums to be paid by the Buyer Indemnified Party related to the insurance carrier’s payment of such claim. In the event the Indemnification Escrow Amount in the Escrow Account has been fully disbursed or has been closed, as promptly as practicable after receiptthen within thirty (30) days of receiving such insurance payment, a sum equal the Buyer Indemnified Party shall pay to the Representative the amount of such proceeds or other amount receivednet insurance payments, up for the Representative’s distribution of the same to the aggregate amount of any indemnification received pursuant to this Article X Company Stockholders in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedaccordance with their Pro Rata Portion.

Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article X 8 are recoverable pursuant covered by Insurance paid for by the Company prior to contractual indemnification rights or other reimbursement arrangements pursuant to an insurance policythe Closing, EdtechX Committee or Company Representative, as applicable, Buyer shall use commercially reasonable efforts to obtain the maximum recovery under such insuranceInsurance; provided that EdtechX Committee or Company Representative Buyer shall nevertheless be entitled to bring a claim for indemnification against Shareholders under this Article X 8 in respect of such Losses and the time limitations set forth in Section 10.6 8.6 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance Insurance claim. The existence of a claim Claim by an EdtechX Indemnitee or Company Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owingowing by an Indemnifying Party. Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnified Party to the Indemnifying Party of the entire claim of the Indemnified Party for ninety (90%) percent of the proceeds from Insurance or against such third party. The amount of any Indemnifiable Loss shall be reduced (retroactively or prospectively) by an amount equal to ninety (90%) of any proceeds from Insurance or other amounts actually recovered from third parties by or on behalf of the Indemnified Party in respect of the related Loss. If the Indemnified Party, pursuant to this Article 8 for any Losses, (i) obtains any Insurance recovery from third-party Insurance provided for such Losses or (ii) obtains any recovery from any other third party for such Losses, then such Indemnified Party shall promptly pay over to the Indemnifying Party 90% of the amount of the net cash proceeds received by such Indemnified Party for such Losses, up to the amount of the indemnity payments made by the Indemnifying Party for such Losses. If an EdtechX Indemnitee or Company Indemnitee Indemnified Party has received the indemnification payment required by this Article X Agreement from an Indemnifying Party in respect of any Loss and later receives proceeds from insurance Insurance or other amounts in respect of such Loss, then it such Indemnified Party shall hold such proceeds or other amounts in trust for the benefit of the Company Shareholders Indemnifying Party (or Holdco, as applicable, Indemnifying Parties) and shall pay to the Company Shareholders or HoldcoIndemnifying Party, as promptly as practicable after receipt, a sum equal to ninety (90%) of the amount of such proceeds or other amount received, up to the aggregate amount of any indemnification payments received from the Indemnifying Party pursuant to this Article X Agreement in respect of such LossLoss (or, if there is more than one Indemnifying Party, the Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance proceeds). Notwithstanding any other provisions of this Agreement, it is the intention of the Parties parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

Insurance Effect. To If, prior to the extent that any Losses that are subject to indemnification pursuant to this Article X are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements pursuant to an insurance policy, EdtechX Committee or Company Representative, as applicable, shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that EdtechX Committee or Company Representative shall nevertheless be entitled to bring settlement and payment of a claim for indemnification Damages by the Indemnifying Party, a Parent Indemnified Party actually receives a payment from an insurance carrier in connection with the Damages to which such claim relates, the amount of Damages recoverable by a Parent Indemnified Party under this Article X in respect of VIII from the Indemnifying Party for such Losses and the time limitations set forth in Section 10.6 hereof for bringing a claim of indemnification under this Agreement shall be tolled during reduced by the pendency amount of such insurance payment received, net of any costs of collection and any increase in premiums to be paid by the Parent Indemnified Party related to the insurance carrier's payment of such claim. The existence of If a Parent Indemnified Party actually receives any insurance payment in connection with any claim by an EdtechX Indemnitee or Company Indemnitee for monies Damages for which it already received payment from an insurer or against a third party in respect Indemnifying Party, within thirty (30) days of any Loss shall notreceiving such insurance payment, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing. If an EdtechX Indemnitee or Company Indemnitee has received the indemnification required by this Article X in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Company Shareholders or Holdco, as applicable, and Parent Indemnified Party shall pay to the Company Shareholders Escrow Agent for deposit in the Indemnification Escrow Fund, the amount of the insurance payments received, net of any costs of collection and any increase in premiums to be paid by the Parent Indemnified Party related to the insurance carrier's payment of such claim. In the event the Indemnification Escrow Fund has been fully disbursed or Holdcohas been closed, as promptly as practicable after receiptthen within thirty (30) days of receiving such insurance payment, a sum equal the Parent Indemnified Party shall pay to the Paying Agent the amount of such proceeds or other amount receivednet insurance payments, up for the Paying Agent's distribution of the same to the aggregate amount of any indemnification received pursuant to this Article X Company Securityholders, in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligatedaccordance with each Company Securityholder's Pro Rata Portion.

Insurance Effect. To If, prior to the extent that any Losses that are subject to indemnification pursuant to this Article X are recoverable pursuant to contractual indemnification rights or other reimbursement arrangements pursuant to an insurance policy, EdtechX Committee or Company Representative, as applicable, shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that EdtechX Committee or Company Representative shall nevertheless be entitled to bring settlement and payment of a claim for indemnification Damages by the Indemnifying Party, a Parent Indemnified Party receives a payment from an insurance carrier in connection with the Damages to which such claim relates, the amount of Damages incurred by a Parent Indemnified Party under this Article X in respect of VIII for such Losses and the time limitations set forth in Section 10.6 hereof for bringing a claim of indemnification under this Agreement shall be tolled during reduced by the pendency amount of such insurance payment received, net of any costs of collection, co-pays, deductibles or increases in premiums to be paid by the Parent Indemnified Party related to the insurance carrier’s payment of such claim. The existence of If a Parent Indemnified Party receives any insurance payment in connection with any claim by an EdtechX Indemnitee or Company Indemnitee for monies Damages for which it already received payment from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to Seller Indemnifying Party and the indemnification provisions contained herein receipt and otherwise determined to be due and owing. If an EdtechX Indemnitee or Company Indemnitee has received the indemnification required by this Article X in respect of any Loss and later receives proceeds from insurance or other amounts in respect retention of such Lossinsurance payment would not result in double recover, then it shall hold within thirty (30) days of receiving such proceeds or other amounts in trust for insurance payment, the benefit of the Company Shareholders or Holdco, as applicable, and Parent Indemnified Party shall pay to the Company Shareholders Escrow Agent for deposit in the Indemnification Escrow Fund, the amount of the insurance payments received to the extent of such double recover and net of any costs of collection, co-pays, deductibles or Holdcoincreases in premiums to be paid by the Parent Indemnified Party related to the insurance carrier’s payment of such claim. In the event the Indemnification Escrow Fund has been fully disbursed or has been closed, as promptly as practicable after receiptthen within thirty (30) days of receiving such insurance payment to the extent of such double recovery, a sum equal to the Parent Indemnified Party shall distribute the amount of such proceeds or other net insurance payments to the Company Members pursuant to instructions provided by the Representative. For purposes of clarity, in the event that the aggregate Damages incurred by a Parent Indemnified Party after giving effect to the applicable reduction by the amount received, up to of any net insurance payments exceeds the aggregate amount of any indemnification received pursuant paid to this Article X in respect of such Loss. Notwithstanding any other provisions of this Agreementthe Parent Indemnified Parties by the Seller Indemnifying Parties, it is the intention of the Parent Indemnified Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility required to pay any claims for which it is obligatedsuch insurance payment to the Seller Indemnifying Parties.