Insurance Recovery. Notwithstanding anything expressed or implied to the contrary in this clause, the amount of any losses subject to indemnification shall be reduced by the amount of any insurance proceeds received by the Indemnified Party from Licensee’s insurer with respect to such Losses, and there shall be no obligation under this Agreement for Licensee to indemnify such Indemnified Party for the amount of losses so reduced by such payment by Licensee’s insurer to such Indemnified Party.
Insurance Recovery. Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Section 8, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the indemnifying Party.
Insurance Recovery. Any party seeking indemnification hereunder shall use reasonable and diligent efforts to pursue and collect any insurance proceeds available with respect to the indemnified matter. The amount of any recovery which a party seeking indemnification hereunder shall be entitled to receive shall be offset by the amount of insurance or other third party proceeds, if any, actually received by such party in respect of such liability.
Insurance Recovery. Notwithstanding the foregoing, the indemnifiable Losses shall be net of (a) the amount of any insurance proceeds actually received by the Indemnified Party (offset by any increase in premium resulting therefrom and after deducting therefrom the full amount of the out-of-pocket fees, costs and expenses incurred by it in procuring such recovery and any taxes payable or expected to be payable thereon), and each Indemnified Party agrees to file claims under each applicable insurance policy and to use commercially reasonable efforts to pursue all such insurance claims (but, shall not include an obligation to commence litigation), (b) any indemnity or contribution amounts actually recovered by such Indemnified Party from a Third Party in respect of such indemnifiable Losses (after deducting therefrom the full amount of the out-of-pocket fees, costs and expenses incurred by it in procuring such recovery and any taxes payable or expected to be payable thereon), and (c) the amount of any actual reduction in net taxes as a result of such indemnifiable Losses, solely for the taxable year of the incurrence, accrual or payment of such indemnifiable Losses (treating any such benefit as the last item of deduction for the applicable tax year).
Insurance Recovery. To the extent that Buyer may be able to claim recovery under any insurance policies maintained by Seller with respect to the Vapor Business for any claims relating to the Vapor Business, Seller will cooperate with Buyer and take such action as Buyer may reasonably request to facilitate Buyer's efforts to obtain such recovery.
Insurance Recovery. In determining the liability of a party for any Losses pursuant to this Article X, no loss, liability, damage or expense shall be deemed to have been sustained by such Party to the extent of any proceeds previously received by such party from any insurance recovery (net of all out-of-pocket costs directly related to such recovery) with respect to insurance coverage in place as of the date hereof. Nothing in this Agreement shall obligate any Indemnified Buyer Party or Indemnified Seller Party, as the case may be, to seek recovery under any insurance policy for any Losses.
Insurance Recovery. The amount of any Claims for which indemnification is provided under this Article 13 shall be net of any amounts actually recovered by the Indemnified Party under insurance policies or otherwise with respect to such Claims (net of any out-of-pocket expenses incurred in connection with such recovery). Each of Buyer and Seller shall use its commercially reasonable efforts to recover under applicable insurance policies for any Claims for which it is seeking indemnification under this Agreement. If any Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Claims, subsequent to an indemnification payment by Seller or Buyer, respectively, then such Indemnified Party shall promptly reimburse Seller or Buyer, respectively, for any payment made or expense incurred by such Party in connection with providing such indemnification payment up to the amount received by such Indemnified Party, net of any out-of-pocket expenses incurred in collecting such amount. If Buyer or Seller makes an indemnification payment in respect of a claim for indemnification pursuant to this Article 13, such Party shall be subrogated, to the extent of such indemnification payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such claim for indemnification. Without limiting the generality of the preceding sentence, the Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall execute, upon the reasonable request in writing of Seller or Buyer, respectively, any instrument reasonably necessary to evidence such subrogation rights.
Insurance Recovery. The Sellers shall not be liable for any Claim to the extent that the relevant loss or damage is actually recovered under any policy of insurance in force for the benefit of any Purchaser Group Company (after deducting: (i) any Tax payable in respect of the sum recovered after taking account of any Relief received by any Purchaser Group Company in respect of the matter giving rise to the relevant Claim; (ii) any reasonable costs and expenses properly incurred by any Purchaser Group Company in making such recovery; and (iii) the net present value of the increase in the premium payable by any Purchaser Group Company as a result of making such recovery); provided, (i) that, to the extent any Purchaser Group Company is entitled to claim under any policy of insurance with respect to matters giving rise to any Claim, it shall pursue such Claim diligently against the relevant insurer (although shall not be required to pursue such Claim prior to seeking recovery from the Sellers), and (ii) to the extent the Purchaser Group has recovered an amount from the Seller with respect to any Claim, any insurance monies actually received by the Purchaser Group shall be reimbursed to the Sellers, up to the amount which the Purchaser Group recovered from the Sellers.
Insurance Recovery. (i) If any insurance proceeds are paid pursuant ------------------ to QuickBird 2 Launch Insurance policies, such insurance proceeds shall be shared with the Lender and the holders of 13% Notes in accordance with the terms of the Loan Documents and the Intercreditor Acknowledgement, and (ii) if the Excess QuickBird 2 Prelaunch Insurance Proceeds are paid pursuant to QuickBird2 Prelaunch Insurance policies covering transit and prelaunch operations of the Satellite, such Excess QuickBird 2 Prelaunch Insurance Proceeds shall be paid to the Lender.
Insurance Recovery. Notwithstanding the foregoing, the indemnifiable Losses shall be net of the amount of any insurance proceeds actually received by the Indemnified Party, and each Indemnified Party agrees to file claims under each of its applicable insurance policies and to use commercially reasonable efforts to pursue all such insurance claims (but shall not include an obligation to commence litigation), and any indemnity or contribution amounts actually recovered by such Indemnified Party for the applicable matter hereunder.
