Other Recoveries. No Indemnified Party shall be entitled to recover any Loss under this Article VIII to the extent such Indemnified Party has recovered, reduced or setoff, or with respect to clause (i) of this Section 8.10 has the ability to receive the benefit of, such Loss from a third party based upon the same claim giving rise to such Damage under this Article VIII, including (i) amounts actually recovered, reduced or setoff pursuant to indemnification under any Contract or (ii) amounts actually recovered, reduced or setoff pursuant to any insurance policies held by or for the benefit of such Indemnified Party (including, for these purposes, any rights of the Company under any Contract or insurance policy to which it is a party or by which it receives benefits) (but no Indemnified Party shall be required to procure or maintain any particular insurance coverage) and the amount of any Loss shall be reduced by any amount actually received by such Indemnified Party with respect to such damages under any such insurance coverage; provided, however, that such recovery, reduction or setoff shall (A) be net of any reasonable third-party costs or expenses incurred by such Indemnified Party in obtaining such recovery, reduction or setoff, (B) not include any loans, contributions or payments from any Affiliate of such Indemnified Party to such Indemnifying Party (to the extent such Affiliate has not sought or is not seeking indemnification from the Indemnifying Party for such Damage) and (C) not include any amounts which are self-insured (whether through retention or otherwise). If such a recovery, reduction or setoff is actually received or enjoyed by an Indemnified Party after it receives payment under this Agreement with respect to any Loss from an Indemnifying Party, then a refund equal in aggregate amount of such recovery, reduction or setoff (net of reasonable third-party costs and expenses incurred in obtaining such recovery, reduction or setoff) will be made promptly to such Indemnifying Party, but only to the extent of the payment made by such Indemnifying Party to such Indemnified Party, with respect to such Loss.
Other Recoveries. The Contractor shall identify the existence of potentially liable parties through the use of trauma code edits, utilizing diagnostic codes 800 to 999.9 (excluding code 994.6) external causes of injury codes E000 through E999, and
Other Recoveries. The amount of any Losses recoverable by an Indemnified Party hereunder shall be reduced by the amount, if any, of the recovery (net of reasonable expenses incurred in obtaining said recovery) the Indemnified Party hereunder shall have received with respect thereto from any other party, person, or entity, other than an insurer of the Indemnified Party unless such insurer has expressly waived all rights of subrogation with respect to such recovery. In the event such a recovery is made by an Indemnified Party after it receives payment or other credit hereunder with respect to any Losses, then a refund equal in aggregate amount to the recovery, net of reasonable expenses incurred in obtaining that recovery, shall be made promptly to the Indemnifying Party making such payment. Without limiting the foregoing, in the event that a claim or benefit is created in connection with the occurrence of any Losses which have not been collected by the Indemnified Party at the time payment with respect to such Losses is made by the Indemnifying Party, the Indemnified Party shall assign such benefit or claim to the Indemnifying Party as a condition to the payment by the Indemnifying Party and shall cooperate with the Indemnifying Party in its efforts to collect any such benefit or claim. If such claim or benefit is not assignable under applicable laws, the Indemnified Party shall cooperate in good faith with the Indemnifying Party's efforts to collect such claim or benefit.
Other Recoveries. (a) Notwithstanding anything to the contrary set forth in this Article VIII, the obligations of Indemnifying Persons under Section 8.01 and 8.02 in respect of any particular Losses shall be reduced by the amount of any Other Recoveries (as hereinafter defined) actually received (before or after indemnification hereunder) by or on behalf of the Indemnified Persons in reduction of such Losses. Any Indemnified Person who shall have received any indemnification payment hereunder (including in the form of NHTC Shares and Qualified Proceeds thereof) for any particular Losses shall, upon receipt of any Other Recoveries in reduction of such Losses, pay to the appropriate Indemnifying Person an amount equal to the lesser of (x) such Other Recoveries actually received, and (y) the amount of such indemnification payment (and/or the Fair Market Value of any such non-cash indemnification payment). The Company Stockholders and NHTC hereby agree to use their reasonable best efforts to (and shall cooperate with each other in order to) enforce their respective rights to any Other Recoveries, both prior to and after making any claim for indemnification hereunder.
Other Recoveries. The amount of any Losses recoverable by an Indemnified Party hereunder shall be reduced by the amount, if any, of the recovery (net of reasonable expenses incurred in obtaining said recovery) the Indemnified Party hereunder shall have received with respect thereto from any other party, person, or entity, other than an insurer of the Indemnified Party unless such insurer has expressly waived all rights of subrogation with respect to such recovery. In the event such a recovery is made by an Indemnified
Other Recoveries. The amount which an Indemnifying Party is required to pay to, for, or on behalf of any Indemnified Party pursuant to this Article 10 will be reduced by (a) any insurance proceeds actually recovered by the Indemnified Party in reduction of the related indemnifiable Damages net of (i) any reasonable costs incurred in recovering such amounts under such insurance policies, and (ii) co-payment, retrospective premium adjustment, and increased premiums resulting from or related to the event resulting in indemnifiable Damages, and (b) the amount, on a proportionate basis, by which the Damages have been increased by a negligent or intentional failure of the Indemnified Party or its Related Persons to mitigate the Damages; provided, however, that under no circumstances will any action by any Indemnified Party taken to comply with any applicable Legal Requirement constitute a failure to mitigate damages.
Other Recoveries. To the extent that an Indemnitee receives payment from any third parties or under any insurance policies on account of any claim, the amount, if any, payable by the Indemnifying Party on account of such claim shall be reduced by the amount of such payment or insurance proceeds, or if the Indemnitee shall have already collected on such claim from the Indemnifying Party, then the Indemnitee shall repay to such Indemnifying Party the amount of such payment actually received.
Other Recoveries. The Contractor shall identify the existence of potentially liable parties through the use of trauma code edits, utilizing diagnostic codes 800 to 999.9 (excluding code 994.6) external causes of injury codes E000 through E999, and other procedures. The Contractor shall not pursue recovery in the following circumstances, unless the case has been referred to the Contractor by AHCCCS or AHCCCSS’ authorized representative: Uninsured/underinsured motorist insurance Restitution Recovery First-and third-party liability insurance Worker’s Compensation Tort feasors, including casualty Estate Recovery Special Treatment Trust Recovery Upon identification of any of the above situations, the Contractor shall promptly report any cases involving the above circumstances to AHCCCSS’ authorized representative for determination of a “total plan” case. A total plan case is a case where payments for services rendered to the member are exclusively the responsibility of the Contractor; no reinsurance or Fee-For-Service payments are involved. By contrast, a “joint” case is one where Fee-For-Service payments and/or reinsurance payments are involved. In joint cases, the Contractor shall notify AHCCCS’ authorized representative within 10 business days of the identification of a liable case with reinsurance or Fee-For-Service payments made by AHCCCS. Failure to report these cases may result in one of the remedies specified in Section D, Paragraph 72, Sanctions. The Contractor shall cooperate with AHCCCS’ authorized representative in all collection efforts. Total Plan Case Requirements In “total plan” cases, the Contractor is responsible for performing all research, investigation, the mandatory filing of initial liens on cases that exceed $250, lien amendments, lien releases, and payment of other related costs in accordance with A.R.S. §36-2915 and A.R.S. §36-2916. The Contractor shall use the AHCCCS- approved casualty recovery correspondence when filing liens and when corresponding to others in regard to casualty recovery. The Contractor may retain up to 100% of its recovery collections if all of the following conditions exist:
Other Recoveries. Under no circumstances will the possibility of a future insurance recovery (other than under the RWI Policy) or other recovery be a basis (i) for reducing liability for Losses prior to the receipt of those insurance proceeds (other than under the RWI Policy) or other recovery, or (ii) for limiting, postponing or delaying satisfaction of any obligation under this Article VIII. If, following satisfaction of a party’s obligation under this Article VIII with respect to certain Xxxxxx, a party that received a payment under this Article VIII subsequently receives any insurance proceeds or other recovery, the party that receives the insurance proceeds or recovery will promptly pay-over to the party that made the payment under this Article VIII an amount necessary to avoid any double recovery arising out of the particular facts and circumstances for which the insurance proceeds or other recovery is received. Insurance proceeds or other recoveries required to be paid-over will be reduced, to the extent not taken into account when Losses were calculated, by any out-of-pocket costs or expenses incurred in connection with obtaining such insurance proceeds or other recovery. For avoidance of doubt, in no event shall Weld or Seller be liable for any Losses under Section 8.2(a) in excess of the Threshold unless the Purchaser Indemnitees have complied with their obligations under Section 8.5(d) and the insurer under the RWI Policy has denied coverage with respect thereto.
Other Recoveries. The amount which an Indemnifying Party is required to pay to, for, or on behalf of any Indemnified Party pursuant to this Section 11 will be reduced by (a) any insurance proceeds actually recovered by the Indemnified Party, pursuant to the R&W Insurance Policy or otherwise, in reduction of the related indemnifiable Damages net of (i) any reasonable costs incurred in recovering such amounts under such insurance policies, and (ii) co-payment, retrospective premium adjustment, and increased premiums resulting from or related to the event resulting in indemnifiable Damages, (b) the Tax benefit actually realized by the Indemnified Party relating to the event resulting in indemnifiable Damages, (c) the amount of which the Damages of the Indemnified Party arises as a result of any new Legal Requirement not in force on the date of this Agreement (other than as contemplated by the proviso to Section 11.2(g)), (d) the amount, on a proportionate basis, by which the Damages have been increased by a negligent or intentional failure of the Indemnified Party or its Related Persons to mitigate the Damages; provided, however, that under no circumstances will any action by any Indemnified Party taken to comply with any applicable Legal Requirement constitute a failure to mitigate damages, and (e) with respect to claims of the Purchaser Indemnified Persons for the matters described in Section 11.2, the amount by which the Damage is covered by any reserve made for this specific category of claim set forth in the Interim Financial Statements.
