Reduction for Insurance. The gross amount which an Indemnifying Party is liable to, for, or on behalf of the Indemnified Party pursuant to this Article 7 (the "Indemnifiable Loss") shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party related to the Indemnifiable Loss. If an Indemnified Party shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss, then such Indemnified Party shall pay to such Indemnifying Party the net amount of such insurance proceeds or, if less, the amount of such indemnity payment.
Reduction for Insurance. The amount which the Indemnitor is required to pay to, for, or on behalf of the Indemnitee pursuant to this Article 11 shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of the Indemnitee in reduction of the related indemnifiable loss (the "Indemnifiable Loss"). Amounts required to be paid, as so reduced, are hereinafter sometimes called an "Indemnity Payment". If the Indemnitee shall have received, or if the Indemnitor shall have paid on its behalf, an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive, directly or indirectly, insurance proceeds (which duplicate in whole or in part, the Indemnity Payment) in respect of such Indemnifiable Loss, then the Indemnitee shall promptly pay to the Indemnitor the amount of such insurance proceeds, or, if less, the amount of the Indemnity Payment. The parties hereto agree that the foregoing shall not affect the subrogation rights of any insurance companies making payments hereunder.
Reduction for Insurance. The amount which an Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Agreement shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party in reduction of the related indemnifiable loss (the "Indemnifiable Loss"). Amounts required to be paid, as so reduced, are hereafter called an "Indemnity Payment." If an Indemnified Party shall have received or shall have had paid on its behalf an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive, directly or indirectly, insurance proceeds in respect of such Indemnifiable Loss, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds up to an amount equal to the Indemnity Payment.
Reduction for Insurance. The amount of any Losses that are subject to indemnification under this Section 10 shall be reduced by the amount by which (a) any insurance proceeds actually received by the Indemnified Party relating to such Loss exceeds (b) the amount of reasonable and documented expenses incurred by such Indemnified Party in procuring such insurance recovery, including reasonable legal fees and expenses and any increased premiums or costs as a result of such claim for which insurance proceeds are received. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (g)
Reduction for Insurance. The amount which the Seller, the Purchaser or the Parent is required to pay to, or for the benefit, of an Indemnified Party under this Section 6 will be reduced (including, without limitation, retroactively) by any insurance proceeds which may reasonably be recovered by or on behalf of the Indemnified Party in reduction of the related Loss. Amounts required to be paid, as so reduced, are hereinafter referred to as "Transitional Indemnity Payment". If an Indemnified Party has received, or if an Indemnifying Party has paid on its behalf, Transitional Indemnity Payment in respect of a Loss and subsequently receives, directly or indirectly, insurance proceeds in respect of such Loss, then such Indemnified Party will promptly pay to the Indemnifying Party the amount of such insurance proceeds, or, if less, the amount of the Transitional Indemnity Payment.
Reduction for Insurance. The amount of any Losses that are subject to indemnification under this Article VII shall be reduced by the amount by which (a) any insurance proceeds actually received by the Indemnified Party relating to such Loss exceeds (b) the amount of expenses incurred by such Indemnified Party in procuring such insurance recovery, including reasonable legal fees and expenses and any increased premiums or costs as a result of such claim for which insurance proceeds are received.
Reduction for Insurance. 9 Section 10.
Reduction for Insurance. The amount which an Indemnifying Party is required to pay to, for or on behalf of an Indemnified Party pursuant to this Article VIII shall be reduced (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party in reduction of the related indemnifiable loss (the "Indemnifiable Loss"). An amount required to be paid, as so reduced, is hereinafter sometimes called an "Indemnity Payment." If an Indemnified Party shall have received or shall have had paid on its behalf an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive, directly or indirectly, insurance proceeds in respect of such Indemnifiable Loss, then the Indemnified Party shall pay to the Indemnifying Party or Indemnifying Parties the amount of such insurance proceeds or, if less, the amount of the Indemnity Payment. Any amount required to be paid by Parent pursuant to this Section 8.6 shall be paid to the Shareholder Representative. Parent shall have no liability to any Shareholder or Optionee after such amount is paid to the Shareholder Representative, including, without limitation, any liability with respect to the distribution of such amount by the Shareholder Representative to the applicable Indemnifying Parties.
Reduction for Insurance. 50 Section 12.06. Mitigation..............................................................................51 Section 12.07. No Special or Consequential Damages.....................................................51 Section 12.08. Exceptions..............................................................................51 Section 12.09. Sole and Exclusive Remedy...............................................................51 Section 12.10. Guarantee...............................................................................52 ARTICLE XIII
Reduction for Insurance. The amount of any Losses that are subject to indemnification under this SECTION 11 shall be reduced by the amount by which (a) any insurance proceeds actually received by the Indemnified Party relating to such Loss exceeds (b) the amount of expenses incurred by such Indemnified Party in procuring such insurance recovery, including reasonable legal fees and expenses and any increased premiums or costs as a result of such claim for which insurance proceeds are received. This Section 11.5(d) shall not imply and shall not be construed to imply any obligation on the part of any Person to seek or pursue any such recovery and the failure to seek or pursue any such recovery shall not be a defense to any indemnification obligation hereunder.
