Common use of Insurance Recoveries Clause in Contracts

Insurance Recoveries. The Company shall use reasonable efforts to obtain Recoveries for the Distributed Companies and their Affiliates from the Company's insurance carriers for coverage available under Section 7.03 and shall keep the Distributed Companies reasonably informed of the Company's efforts under this Section 7.04. The Company will reimburse the Distributed Companies for any Recovery obtained by it on behalf of such Distributed Company or Affiliate thereof pursuant to such claims; provided, however, that Special Insurance Recoveries shall be shared between the Company and the relevant Distributed Company in the same manner as any net recoveries of an Acquisition Claim of such Distributed Company (payable at that time) would be shared between the Company and such Distributed Company pursuant to Section 2.09, including that, if the net recoveries from an Acquisition Claim of such Distributed Company are not required to be shared in any manner with the Company pursuant to Section 2.09, any Special Insurance Recoveries related to such Distributed Company should be entirely payable to it. Any Distributed Company receiving a Recovery in its entirety under this Section 7.04 shall pay all costs incurred by the Company after the Distribution Date in making the related claim pursuant to this Section 7.04, including the salaries of the Company's officers and employees based on the portion of time spent on such claims ("Recovery Costs"), and such Recovery Costs incurred in pursuing the claim may be deducted from the Recovery. As to any Recovery Costs incurred in relation to Special Insurance Recoveries, the party or parties receiving such Special Insurance Recoveries, or a portion thereof, shall bear the related Recovery Costs in proportion to the share of the Special Insurance Recoveries such party receives. Each Distributed Company agrees to make available to the Company such of its employees as the Company may reasonably request as witnesses or deponents in connection with the Company's management of claims, at such Distributed Company's sole cost and expense notwithstanding Sections 6.04 and 6.05. Each Distributed Company agrees that, if the Company has paid a Recovery to it for such a claim and such Distributed Company receives proceeds from any other person with respect to such claim, it will pay over to the Company the amount of proceeds it has received.

Insurance Recoveries. The amount of any indemnification provided under Section 9.1(a) or Section 9.1(b) shall be net of any amounts actually recovered by the indemnified party under insurance policies. To the extent that any of the insurance policies of the Company shall use existing as of the Closing may, in the Indemnifying Party’s reasonable efforts judgment, provide coverage relating to obtain Recoveries for any Liability Claim, then following the Distributed Companies and their Affiliates from Indemnifying Party’s written request, the Company's insurance carriers Indemnified Party agrees to submit (or assist the Indemnifying Party in submitting) such Liability Claim to the relevant carrier for coverage available under Section 7.03 any such applicable insurance policy and shall keep the Distributed Companies reasonably informed cooperate to provide such documentation, information, forms and other [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. paperwork as may be reasonably requested by such carrier in connection with its evaluation and/or defense of the Company's efforts under this Section 7.04such Liability Claim. The Company will reimburse Indemnified Party shall remit to the Distributed Companies Indemnifying Party any such insurance proceeds that are paid to and actually received by the Indemnified Party (less any applicable expenses) with respect to Covered Losses for any Recovery obtained which the Indemnified Party has been previously compensated by it on behalf of such Distributed Company or Affiliate thereof the Indemnifying Party pursuant to such claimsSection 9.1; provided, however, that Special Insurance Recoveries nothing herein shall require the Indemnified Party to (i) seek any payment under any such insurance policy in respect of any Covered Losses in lieu of (or prior to) seeking indemnification under Section 9.1, (ii) commence litigation to recover proceeds under any such insurance policy or (iii) pursue any self-insurance set asides that may otherwise be shared between the Company and the relevant Distributed Company available in the same manner as any net recoveries of an Acquisition Claim respect of such Distributed Company (payable at that time) would be shared between the Company and such Distributed Company pursuant to Section 2.09, including that, if the net recoveries from an Acquisition Claim of such Distributed Company are not required to be shared in any manner with the Company pursuant to Section 2.09, any Special Insurance Recoveries related to such Distributed Company should be entirely payable to itLiability Claim. Any Distributed Company receiving a Recovery in its entirety amounts recovered by an Indemnified Party under this Section 7.04 the foregoing insurance policies shall pay all costs incurred by not count against or otherwise affect the Company after Deductible or the Distribution Date in making the related claim pursuant to this Section 7.04, including the salaries of the Company's officers and employees based on the portion of time spent on such claims ("Recovery Costs"), and such Recovery Costs incurred in pursuing the claim may be deducted from the Recovery. As to any Recovery Costs incurred in relation to Special Insurance Recoveries, the party or parties receiving such Special Insurance Recoveries, or a portion thereof, shall bear the related Recovery Costs in proportion to the share of the Special Insurance Recoveries such party receives. Each Distributed Company agrees to make available to the Company such of its employees as the Company may reasonably request as witnesses or deponents in connection with the Company's management of claims, at such Distributed Company's sole cost and expense notwithstanding Sections 6.04 and 6.05. Each Distributed Company agrees that, if the Company has paid a Recovery to it for such a claim and such Distributed Company receives proceeds from any other person with respect to such claim, it will pay over to the Company the amount of proceeds it has receivedCap Amount.

Insurance Recoveries. (a) The Company shall use reasonable efforts to obtain Recoveries for the Distributed Companies and their Affiliates from the Company's insurance carriers for coverage available under Section 7.03 and shall keep the Distributed Companies reasonably informed of the Company's efforts under this Section 7.04. The Company will reimburse the Distributed Companies for any Recovery obtained by it on behalf of such Distributed Company or Affiliate thereof pursuant to such claims; provided, however, that Special Insurance Recoveries shall be shared between the Company and the relevant Distributed Company in the same manner as any net recoveries of an Acquisition Claim of such Distributed Company (payable at that time) would be shared between the Company and such Distributed Company pursuant to Section 2.09, including that, if the net recoveries from an Acquisition Claim of such Distributed Company are not required to be shared in any manner with the Company pursuant to Section 2.09, any Special Insurance Recoveries related to such Distributed Company should be entirely payable to it. Any Distributed Company receiving a Recovery in its entirety under this Section 7.04 shall pay all costs incurred by the Company after the Distribution Date in making the related claim pursuant to this Section 7.04, including the salaries of the Company's officers and employees based on the portion of time spent on such claims ("Recovery Costs"), and such Recovery Costs incurred in pursuing the claim may be deducted from the Recovery. As to any Recovery Costs incurred in relation to Special Insurance Recoveries, the party or parties receiving such Special Insurance Recoveries, or a portion thereof, shall bear the related Recovery Costs in proportion to the share of the Special Insurance Recoveries such party receives. Each Distributed Company agrees to make available to the Company such of its employees as the Company may reasonably request as witnesses or deponents in connection with the Company's management of claims, at such Distributed Company's sole cost and expense notwithstanding Sections 6.04 and 6.05. Each Distributed Company agrees that, if the Company has paid a Recovery to it for such a claim and such Distributed Company receives proceeds from any other person with respect to such claim, it will pay over to the Company the amount of proceeds it has received.

Insurance Recoveries. The Company (a) Subject to the provisions of this Article X, Great Lakes shall use its reasonable efforts to obtain Recoveries for the Distributed Companies Octel and their its Affiliates from the Company's Great Lakes' insurance carriers for coverage available under Section 7.03 Sections 10.1(b) and 10.3 hereof and shall keep the Distributed Companies Octel reasonably informed of the Company's Great Lakes' efforts under this Section 7.0410.4(a). The Company will Great Lakes shall reimburse the Distributed Companies Octel for any Recovery obtained 56 63 by it on behalf of such Distributed Company or Affiliate thereof pursuant to such claims; provided, however, that Special Insurance Recoveries shall notwithstanding the foregoing, if Great Lakes has made a claim or claims under an insurance policy which is not to be shared between the Company and the relevant Distributed Company in the same manner as any net recoveries of an Acquisition Claim of such Distributed Company (payable at that time) would be shared between the Company and such Distributed Company paid to Octel pursuant to Section 2.09, including that, if the net recoveries from an Acquisition Claim of such Distributed Company 10.1(b) or 10.3 and a claim or claims which are not required to be shared in any manner with the Company paid to Octel pursuant to Section 2.0910.1(b) or 10.3 and the amount of the Recovery for such claims is limited by the amount of coverage provided by such policy, any Special Insurance Recoveries related to Great Lakes may reasonably allocate the Recovery between it and Octel for such Distributed Company should be entirely payable to itclaims. Any Distributed Company receiving a Recovery in its entirety under this Section 7.04 Octel shall pay all out of pocket costs incurred by the Company after the Distribution Date Great Lakes in making the related any claim on behalf of Octel pursuant to this Section 7.0410.4(a) (and for claims made by Great Lakes under an insurance policy where the Recovery would be paid in part to Great Lakes and in part to Octel, including Octel shall pay the out of pocket costs incurred by Great Lakes in connection with the Octel Recovery), and such out of pocket costs incurred in pursuing a claim may be deducted from any Recovery for such claim. Octel shall also pay the salaries of the Company's Great Lakes' officers and employees based on the portion of their time spent pursing such recoveries on such claims ("Recovery Costs"), and such Recovery Costs incurred in pursuing the claim may be deducted from the Recoverybehalf of Octel. As to any Recovery Costs incurred in relation to Special Insurance Recoveries, the party or parties receiving such Special Insurance Recoveries, or a portion thereof, shall bear the related Recovery Costs in proportion to the share of the Special Insurance Recoveries such party receives. Each Distributed Company Octel agrees to make available to the Company Great Lakes such of its employees and the employees of its Affiliates as the Company Great Lakes may reasonably request as witnesses or deponents in connection with the Company's Great Lakes' management of claims, at such Distributed CompanyOctel's sole cost and expense notwithstanding Sections 6.04 and 6.05expense. Each Distributed Company Octel agrees that, if the Company Great Lakes has paid a Recovery to it Octel for such a claim and such Distributed Company Octel or its Affiliates receives proceeds from any other person with respect to such claimRecovery, it will Octel shall pay over to the Company Great Lakes the amount of such proceeds it has received.

Insurance Recoveries. The Company amount of any Loss subject to indemnification hereunder shall use reasonable efforts to obtain Recoveries for be calculated net of any insurance proceeds or other payments actually received by the Distributed Companies indemnified party from any insurer or other third party on account of such Loss (as reduced by any related retrospective or prospective increase in premiums and their Affiliates from the Company's insurance carriers for coverage available under Section 7.03 taking into account all costs and shall keep the Distributed Companies expenses reasonably informed incurred in procuring such proceeds or payments, and any Taxes paid or payable as a result of the Company's efforts under this Section 7.04receipt of such proceeds or payments). The Company will reimburse indemnified party shall take all commercially reasonably actions to seek full and prompt recovery under all insurance policies and any other rights, remedies or agreements covering any Loss to the Distributed Companies for any Recovery obtained by same extent as it on behalf of would if such Distributed Company or Affiliate thereof pursuant Loss were not subject to such claims; provided, however, that Special Insurance Recoveries indemnification hereunder. The indemnified party shall be shared between the Company and the relevant Distributed Company in the same manner as under no obligation to pursue any net recoveries of an Acquisition Claim of such Distributed Company (payable at that time) would be shared between the Company and such Distributed Company pursuant to Section 2.09, including that, if the net recoveries from an Acquisition Claim of such Distributed Company are not required to be shared in any manner with the Company pursuant to Section 2.09, any Special Insurance Recoveries related to such Distributed Company should be entirely payable to it. Any Distributed Company receiving a Recovery in its entirety under this Section 7.04 shall pay all costs incurred by the Company after the Distribution Date in making the related insurance claim pursuant to this Section 7.04, including the salaries of the Company's officers and employees based on the portion of time spent on such claims ("Recovery Costs"), and such Recovery Costs incurred in pursuing the claim may be deducted from the Recovery. As to any Recovery Costs incurred in relation to Special Insurance Recoveries, the party or parties receiving such Special Insurance Recoveries, or a portion thereof, shall bear the related Recovery Costs in proportion to the share of the Special Insurance Recoveries such party receives. Each Distributed Company agrees to make available to the Company such of its employees as the Company may reasonably request as witnesses or deponents in connection with the Company's management of claims, at such Distributed Company's sole cost and expense notwithstanding Sections 6.04 and 6.05. Each Distributed Company agrees that, if the Company has paid a Recovery to it for such a claim and such Distributed Company receives proceeds from any other person with respect to a matter for which such party is claiming indemnity under this Agreement if the indemnified party reasonably believes the cost of pursuing such insurance claim, it including any increase in premium related thereto, would be greater than the potential recovery. To the extent that the indemnified party pursues an insurance claim and the costs related thereto (as described in the parenthetical above) exceed the insurance proceeds, the excess will pay over to the Company be treated as a Loss. If the amount of proceeds it has receivedany Loss suffered by any indemnified party is reduced, at any time subsequent to any payment in respect thereof by an indemnifying party pursuant to recovery from any insurer or other third party on account of such Loss, an amount equal to the amount of such reduction (not to exceed, in any event, the amount so previously paid in respect thereof by the indemnifying party), less any costs incurred in obtaining such recovery, shall either promptly be repaid by the indemnified party to the indemnifying party or will serve as an offset of other amounts owed by the indemnifying party to the indemnified party. Each Person entitled to indemnification hereunder shall take all reasonable steps to mitigate all Losses after becoming aware of any event which could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith.