Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts shall not require the commencement of any Proceeding.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all the amount of Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered (net of any costs incurred to recover such proceeds) by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which efforts the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall not require assign any such rights to the commencement of any ProceedingIndemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (x) any net cash Tax benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to the taxable year of such Loss or any of the following two taxable years and (y) the amount of any third-third party insurance or indemnity, contribution other indemnity or similar reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar such proceeds in respect of such facts are recovered recovered, or such net cash Tax benefit actually realized, by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (proceeds, or the amount of such net of amounts set forth above) cash Tax benefit, as applicable, shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations), . Purchaser agrees that the R&W Insurance Policy shall expressly exclude any right of subrogation against Seller and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to (except in the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts shall not require the commencement case of any ProceedingFraud).

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses indemnifiable hereunder shall be net of (a) any net Tax Benefit actually realized by the Indemnified Party in connection with the incurrence of such Loss in or prior to the taxable year in which the indemnity payment is made or in the next taxable year, calculated on a “with and without” basis, net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) and third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (indemnification, net of out-of-pocket costs reasonably incurred by the Indemnified Party in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) connection therewith (it being agreed that if any Tax Benefit, third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are actually realized or recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of such Tax Benefit which is realized in the taxable year after the indemnification payment is made or in the next taxable year or such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the . The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all applicable insurance and indemnity, contribution or similar provisions policies covering such Loss loss to the same extent as it would if such Loss loss were not subject to indemnification hereunder, which efforts shall not require the commencement of any Proceeding.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this AgreementArticle X, all Covered Losses shall be determined net of (i) any Tax Benefit actually realized in cash or by a reduction of Taxes otherwise due and payable by the Indemnified Party or its Affiliates in the taxable year of such Losses (or in a prior taxable year) and (ii) any third-party insurance or indemnity, contribution or similar and indemnity proceeds that have been are actually recovered (net of costs of actual recovery, including any deductible amount and premium increase) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar indemnification proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the . The Indemnified Party shall use, and cause use its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance mitigate its Losses upon and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts shall not require the commencement after becoming aware of any Proceedingevent or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (indemnification, net of out-of-pocket costs reasonably reasonable and documented expenses incurred in obtaining such recoveryrecovery or benefit, the amount of any Tax imposed thereon including deductibles, retrospective premium adjustments, experience-based premium adjustments and any insurance premium increases) indemnification obligations (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such net proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder, which efforts shall not require the commencement of any Proceeding.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates through a reduction in Taxes otherwise due as a result of the incurrence of such Covered Loss and (b) net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering assign any such Loss rights to the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts shall not require Indemnifying Party and otherwise cooperate with the commencement of any ProceedingIndemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement, a Transaction Agreement (i) all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made, after deducting related costs and expenses of making such insurance claims and any resulting increased premium costs), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts and (ii) in no event shall not require the commencement of Indemnifying Party have liability to the Indemnified Party for any Proceedingconsequential, special, incidental, indirect or punitive damages, except to the extent actually required to be paid to a Governmental Authority or other third party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) any net Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss, and (b) the amount of any third-party insurance or indemnity, contribution or similar reimbursement proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that: (i) any such proceeds recovered by the Indemnified Party in pursuit of such recovery shall be net of out-of-pocket costs reasonably and expenses, including any increases in premiums directly attributable to the underlying claim, incurred by such Indemnified Party in obtaining seeking such recovery, the amount of any Tax imposed thereon ; and any insurance premium increases(ii) (it being agreed that if third-party insurance or indemnification, contribution or similar such proceeds in respect of such facts are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of such proceeds would have reduced the Indemnifying Party’s indemnification payment madeobligations), and the Indemnified Party shall use, and cause its controlled Affiliates to use, commercially reasonable efforts to seek full recovery under all applicable insurance and indemnity, contribution or similar other indemnity and reimbursement provisions covering such Loss Losses to the same extent as it would if such Loss Losses were not subject to indemnification hereunder, which efforts shall not require the commencement of any Proceeding.