Common use of Insurance Offset Clause in Contracts

Insurance Offset. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified, held harmless and reimbursed under Section 7.2(a) or Section 7.2(b), as applicable, with respect to such Losses, the payment by an Indemnifying Party under this Article VII with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment under this Article VII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) on written request of the Indemnifying Party assign, to the extent assignable, its rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution or similar obligation (except that, if requested to do so by the Indemnifying Party, the Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, to collect any such insurance or indemnification, contribution or similar obligation).

Insurance Offset. If any Losses sustained by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar payments. If the Indemnified Party actually receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified, held harmless and reimbursed under Section 7.2(a) 12.2 or Section 7.2(b)12.3, as applicable, with respect to such Losses, the payment by an Indemnifying Party under this Article VII XII with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment under this Article VII XII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) on written request of the Indemnifying Party assign, to the extent assignable, its rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution or similar obligation (except that, if requested to do so by the Indemnifying Party, the Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, to collect any such insurance or indemnification, contribution or similar obligation).

Insurance Offset. If any Losses sustained by an Indemnified Party are covered by the R&W Insurance Policy or otherwise under an insurance policy or an indemnification, contribution or similar reimbursement obligation of another Person (other than an Affiliate of such Indemnified Party), the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds or indemnity, contribution or similar reimbursement payments. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar reimbursement payments prior to being indemnified, held harmless and reimbursed under Section 7.2(a) or Section 7.2(b), as applicable, 9.2 with respect to such Losses, the payment by an Indemnifying Party under this Article VII Section 9 with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less any costs of collection (including reasonable attorney’s fees and other expenses incurred in connection with such recovery) and, in the case of insurance proceeds, any increase in insurance premiums resulting from the payment of such insurance proceeds. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar reimbursement payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less any costs of collection (including reasonable attorney’s fees and other expenses incurred in connection with such recovery) and, in the case of insurance proceeds, any increase in insurance premiums resulting from the payment of such insurance proceeds. If any Indemnified Party receives payment under this Article VII Section 9 on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) may, in its sole and absolute discretion, on written request of the Indemnifying Party assign, to the extent assignable, its rights under such insurance policy or indemnification, contribution or similar reimbursement obligation with respect to such claim to the Indemnifying Party and and, if it elects to assign such rights, (ii) shall be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution or similar obligation (except that, if requested to do so by the Indemnifying Party, the Indemnified Party shall reasonably use commercially reasonable efforts to cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, to collect any such insurance or indemnification, contribution or similar reimbursement obligation).

Insurance Offset. If The amount of any Losses sustained Covered Loss for which indemnification is provided under this Article VII shall be determined net of any amounts actually recovered by an Indemnified Party are covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate any of such Indemnified Party)’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or similar Contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party or has rights (it being agreed that if any insurance, indemnification, reimbursement or similar proceeds are recovered by the Indemnified Party for any Covered Loss after the Indemnifying Party has made an indemnification payment in connection with such Covered Loss, an amount equal to the lesser of such indemnification payment made by the Indemnifying Party and such proceeds received by the Indemnified Party shall use as promptly as practicable be remitted to the Indemnifying Party) and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to collect such insurance proceeds or seek recovery under all insurance, indemnity, contribution reimbursement arrangement or similar payments. If Contract covering such Covered Loss to the same extent as it would if such Covered Losses were not subject to indemnification hereunder; provided that any increases in insurance premium or other costs to the Indemnified Party receives and its Affiliates in connection with seeking recovery under such insurance proceeds or insurance, indemnity, contribution reimbursement arrangement or similar payments prior Contract shall be taken into account in calculating the Losses for which the Indemnified Party is entitled to being indemnified, held harmless and reimbursed under Section 7.2(a) or Section 7.2(b), as applicable, with respect to such Losses, the payment by an Indemnifying Party indemnification under this Article VII with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment under this Article VII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance policy or an indemnification, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) on written request of the Indemnifying Party assign, to the extent assignable, its rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution or similar obligation (except that, if requested to do so by the Indemnifying Party, the Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s sole expense, to collect any such insurance or indemnification, contribution or similar obligation)VII.

Insurance Offset. If The computation of the amount of indemnification claims under this Article IX shall be adjusted to give credit to the Indemnifying Party for any Losses sustained amounts actually and irrevocably recovered by an Indemnified Party are covered the Indemnitee with respect to the matter for which the Indemnitee is being indemnified under insurance policies for the benefit of the Indemnitee that reduce a claim that would otherwise be sustained, (i) net of any increase that will occur, or that is reasonably likely to occur, in insurance premiums payable by an insurance the Indemnitee, whether by retrospective or retroactive premium adjustments or any other premium increase under the policy or an indemnificationpolicies under which the claim is made, contribution or similar obligation any other policy where the increase results directly from filing the claim; (ii) net of another Person (reasonable attorneys' fees and expenses and other than an Affiliate out-of-pocket costs of the Indemnitee incurred in connection with the Indemnitee's collection of such Indemnified Party)coverage which are not otherwise actually recovered by the Indemnitee; (iii) net of the cost to the Indemnitee of any deductible, the Indemnified Party shall use commercially reasonable efforts to collect such insurance proceeds retention or indemnity, contribution or similar payments. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments prior to being indemnified, held harmless and reimbursed under Section 7.2(a) or Section 7.2(b), as applicable, co-payment amount with respect to such Lossescoverage; (iv) net of the cost to the Indemnitee of any amounts in excess of applicable policy coverages; (v) net of the cost of any loss of insurance coverage for subsequent claims under such policies resulting directly from such claims; and (vi) less, dollar for dollar, the payment amount by an Indemnifying Party which the claim when filed or at any time during the applicable policy period, either singly or in the aggregate with all other claims made under this Article VII with respect to such Losses shall be reduced by the net amount of such insurance proceeds or indemnity, contribution or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified and held harmless by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment under this Article VII on account of a claim that an Indemnifying Party believes in good faith is covered by an insurance applicable policy or an indemnificationpolicies, contribution or similar obligation of another Person (other than an Affiliate of such Indemnified Party)exceeds a policy coverage limit; provided, however, that Indemnified Party this Section 9.7.1 shall (i) on written request apply only if this provision does not constitute an improper waiver of the Indemnifying Party assign, to the extent assignable, its insurer's rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution or similar obligation (except that, if requested to do so by subrogation against the Indemnifying Party. Notwithstanding the foregoing, Purchaser shall not have any obligation or liability to pay for the Indemnified Party shall reasonably cooperate with maintenance of coverage for Purchaser or Company under any of Purchaser's or Company's policies of insurance after the Indemnifying Party at the Indemnifying Party’s sole expenseClosing, or to collect obtain approval for any such insurance or indemnification, contribution or similar obligation)waiver of rights of subrogation.