No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party has been indemnified or reimbursed for such amount under any other provision of this Agreement or otherwise. The amount of any indemnification payable under this Agreement will be net of the receipt of any insurance proceeds paid or payable to the Indemnified Party under any policies of insurance covering the Loss giving rise to the claim. The Indemnified Party will use commercially reasonable efforts to collect any such insurance and will account to the Indemnifying Party therefor. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a claim under this Agreement, the Indemnified Party receives payment in respect of the Loss underlying such claim through recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against another Person, the amount of such payment, less any costs, expenses or premiums incurred directly in connection therewith, will promptly be repaid by the Indemnified Party to the Indemnifying Party.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no party or other Person entitled to indemnification under this ARTICLE IX shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement (including to the extent there has been a specific liability or reserve relating to such matter included in the calculation of the Purchase Price adjustments pursuant to Section 2.06) or any document executed in connection with this Agreement or otherwise. The amount of any indemnification payable under this ARTICLE IX will be net of the receipt of any insurance proceeds paid to the Indemnified Party under any policies of insurance covering the Loss giving rise to the Claim. The Indemnified Party will use commercially reasonable efforts to collect any such insurance and will account to the Indemnifying Party therefor. If, at any time subsequent to the Indemnified Party receiving an indemnity payment for a Claim under this ARTICLE IX, the Indemnified Party receives payment in respect of the Loss underlying such Claim through recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any Claim, recovery, settlement or payment by or against another Person, the amount of such payment, less any costs, expenses or premiums incurred directly in connection therewith, will promptly be repaid by the Indemnified Party to the Indemnifying Party.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, neither Company nor any Purchaser shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or any Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or any other Transaction Document. Furthermore, in the event any Losses related to a claim by an Indemnified Party are covered by insurance, the Indemnified Party agrees to use commercially reasonable efforts to seek recovery under such insurance and the Indemnified Party shall refund to the Indemnifying Party amounts of insurance actually received up to the amount of indemnification payments actually received with respect to such Losses to the extent the Indemnified Party recovers from the insurance.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Person shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Person or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Disclosure Schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Losses related to a claim by the Company or the Shareholder are covered by insurance, the Shareholder or the Company, as applicable, agree to use commercially reasonable efforts to seek recovery under such insurance and neither the Company nor the Shareholder shall be entitled to recover from the other (and shall refund amounts received, less expenses incurred, up to the amount of indemnification actually received) with respect to such Losses to the extent the claiming Party recovers the insurance payment specified in the policy.
No Double Recovery; Use of Insurance. 65 Section 9.08 Treatment of Indemnity Payments Between the Parties 66 Section 9.09 Remedies 66 Section 9.10 Role of Sellers Representative 66 ARTICLE X TERMINATION 66 Section 10.01 Termination 66 Section 10.02 Effect of Termination 67 Section 10.03 Termination Fee 67 ARTICLE XI GENERAL PROVISIONS 69 Section 11.01 Expenses 69 Section 11.02 Notices 69 Section 11.03 Public Announcements 70 Section 11.04 Severability 70 Section 11.05 Entire Agreement 71 Section 11.06 Assignment 71 Section 11.07 Amendment 71 Section 11.08 Waiver 71 Section 11.09 No Third Party Beneficiaries 71 Section 11.10 Governing Law; Submission to Jurisdiction 71 Section 11.11 Waiver of Jury Trial 72 Section 11.12 Attorneys’ Fees 72 Section 11.13 Counterparts 72 Section 11.14 Disclosure Schedules 72 TABLE OF CONTENTS (continued) EXHIBITS Exhibit A R&W Insurance Policy Exhibit B Form of Escrow Agreement Exhibit C Form of Stock Power Exhibit D Form of Seller Release Exhibit E Form of Receipt, Termination and Release Agreement SCHEDULES Schedule 1.01(a) Knowledge Persons Schedule 1.01(b) Sellers Table of Percentage Ownership Schedule 1.01(c) Working Capital Statement Schedule 8.02(f) Employees to Execute Retention Agreements Schedule 9.02(v) Certain Matters TABLE OF CONTENTS (continued) DISCLOSURE SCHEDULES No Conflict Schedule 3.03 Ownership of Shares Schedule 3.04 Organization, Authority and Qualification of the Company Schedule 4.01(b) Capitalization; Subsidiaries and Joint Ventures Schedules 4.03(a) and (b) No Conflict Schedule 4.04 Governmental Consents and Approvals Schedule 4.05 Financial Information; Books and Record Schedule 4.06 Conduct in the Ordinary Course Schedule 4.08 Environmental Matters Schedule 4.11 Material Contracts Schedule 4.12(a) Government Contracts Schedules 4.15(b); (t); and (bb) Intellectual Property Schedule 4.16(a) Real Property Schedule 4.17 Employee Benefit Matters Schedules 4.19(a) and (b) Certain Employment and Labor Matters Schedules 4.20(a) and (b) Certain Interests Schedule 4.21(b) Insurance Schedule 4.23 Bank Accounts Schedule 4.24 Conditions to Obligations of Purchaser Schedule 8.02 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 26, 2020, by and among Pacific Architects and Engineers, LLC, a Delaware limited liability company (“Purchaser”); CENTRA Technology, Inc., a Maryland corporation (the “Company”); the Persons identified on the signature page hereto under the heading “Sellers” (each, a “Seller” and c...
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement or the Schedules attached hereto, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any losses, liabilities or damages related to a claim by a Buyer Indemnified Person are covered by insurance, Buyer agrees to use commercially reasonable efforts to seek recovery under such insurance and Buyer shall not be entitled to recover from Seller (and shall refund amounts received up to the amount of indemnification actually received) with respect to such damages to the extent Buyer recovers any applicable insurance payment.
No Double Recovery; Use of Insurance. Notwithstanding anything ------------------------------------ herein to the contrary, no party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Schedules attached hereto, Sellers' Disclosure Letter, or any document executed in connection with this Agreement or otherwise. Furthermore, in the event any Damages related to a claim by Buyer are covered by insurance, except insurance obtained by the Buyer or the Companies and their Subsidiaries after the Closing Date to the extent and only to the extent it provides coverage or limits not offered by insurance policies maintained by the Companies and their Subsidiaries immediately prior to the Closing Date, Buyer agrees to use commercially reasonable efforts to seek recovery under such insurance and Buyer shall not be entitled to recover from the Sellers (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Damages to the extent, and only to the extent, any of Buyer, the Companies and their Subsidiaries recovers under any such insurance policy.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Party shall be entitled to reimbursement under any provision of this Agreement for any amount to the extent such Party has previously been reimbursed for such amount under any other provision of this Agreement. Furthermore, in the event any Damages related to a claim by an Indemnified Party are covered by insurance, the Indemnified Party shall not be entitled to recover from the Indemnifying Party (and shall refund amounts received up to the amount of indemnification actually received) with respect to such Damages (but only to the extent the Indemnified Party actually receives an insurance payment with respect to such covered claim and except to the extent any additional amounts become payable to the insurer through adjustments to past, present or future premiums or other similar mechanisms within the three (3) year period following the date of the claim giving rise to such adjustments; provided, however, that in no event shall the Indemnifying Party be liable for such adjustments to past, present or future premiums as a result of this sentence to the extent that such adjustments are greater than or equal to the amount of the insured losses, liabilities or damages).
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Indemnified Party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Schedules attached hereto, or any document executed in connection with this Agreement or the Ancillary Agreements. Furthermore, in the event any losses, liabilities or damages related to a claim by a Buyer Party are covered by insurance, the Buyer Party shall use commercially reasonable efforts to seek recovery under such insurance and the Buyer Party shall not be entitled to recover from the Shareholder (and shall refund amounts received up to the amount of indemnification actually received) with respect to such damages to the extent the Buyer Party recovers the insurance payment specified in the policy.
No Double Recovery; Use of Insurance. Notwithstanding anything herein to the contrary, no Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent such Party or its Affiliate has been indemnified or reimbursed for such amount under any other provision of this Agreement, the Exhibits or Disclosure Letter attached hereto, or any document executed in connection with this Agreement, by any insurance proceeds or under any insurance policy, or otherwise. To the extent that any Damages are covered by insurance, each Party hereto shall use its commercially reasonable efforts to collect any such amounts from such insurer. If a Party is reimbursed for such amount after receiving indemnification or reimbursement under this Agreement, the Party receiving reimbursement shall pay the amount reimbursed (up to the amount of indemnification received) to the other Party.
