Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiums). 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 assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this AgreementArticle X, all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other insurance and indemnity or reimbursement proceeds that have been recovered are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification in each case net of any deductible or copayment, the costs of filing a claim, arbitration costs, the Indemnified Party’s actual increase in applicable insurance or other premiums attributable to such recovery and all other out-of-pocket costs related to such recovery (it being agreed that if such third-party insurance or indemnification 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity provisions covering any Losses for which it is seeking indemnification hereunder to the same extent as it would have reduced the Indemnifying Party’s if such Loss were not subject to indemnification obligations) net of the cost of recovery (including any increased premiums)hereunder. 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 assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be reduced by (a) net of any net Tax Benefit actually realized third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, 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 have reduced the Indemnifying Party’s if such Covered Loss were not subject to indemnification obligations) net of the cost of recovery (including any increased premiums)hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, 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 assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, Party and otherwise cooperate with the Indemnifying Party in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraudseeking recovery thereunder.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-third party insurance, insurance or other indemnity or reimbursement proceeds (net of any premia increase arising therefrom and any expenses incurred to recover such amounts) 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 if such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiums). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, 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 assign any such rights to the Indemnifying Party. Notwithstanding Purchaser agrees that the R&W Insurance Policy shall expressly exclude any other provision right of this Agreement, subrogation against Seller and its Affiliates except in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own case of actual fraud.

Additional Indemnification Provisions. With respect to each the indemnification obligation contained set forth in this Agreement, Article XI: (a) all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insuranceinsurance proceeds recovered in cash, or other indemnity or reimbursement proceeds that have been recovered net of directly related premium adjustments, by the Indemnified Party in connection with the facts giving rise to the right of indemnification, and (b) each party shall use reasonable efforts to mitigate any Losses for which that party seeks indemnification pursuant to this Article IX. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it being agreed that if in procuring such proceeds recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such facts are recovered claim and (ii) any amount expended by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent in pursuing or defending any claim arising out of such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiums)matter. Upon making payment in full of any payment to the Indemnified Party for any indemnification claim pursuant to this Article Xsuch amounts recovered, the Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to any the rights which of the Indemnified Party may have against any third parties Person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying Party. Notwithstanding Party to pursue any other provision of this Agreementclaims against, in no event shall or otherwise recover amounts from, any Indemnified Party be entitled to Person liable or responsible for any Losses for which indemnification has been received pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraudAgreement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this AgreementArticle X, all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other insurance and 92 indemnity or reimbursement proceeds that have been recovered are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification in each case net of any deductible or copayment, the costs of filing a claim, arbitration costs, the Indemnified Party’s actual increase in applicable insurance or other premiums attributable to such recovery and all other out-of-pocket costs related to such recovery (it being agreed that if such third-party insurance or indemnification 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity provisions covering any Losses for which it is seeking indemnification hereunder to the same extent as it would have reduced the Indemnifying Party’s if such Loss were not subject to indemnification obligations) net of the cost of recovery (including any increased premiums)hereunder. 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 assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) net of any net Tax Benefit third party insurance, indemnity or similar agreement or arrangement or contribution proceeds that have been actually realized received by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of all costs reasonably and expenses incurred by to recover such proceeds and any increase in insurance premiums resulting from the Indemnified Party in connection therewith and (bmaking of the claim giving right to such recovery) the amount of any third-party insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such third party insurance or indemnification or contribution proceeds in respect of such facts are recovered actually received 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 all costs and expenses incurred to recover such proceeds and any increase in insurance premiums resulting from the making of the claim giving right to such recovery) shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiumspayment made). Upon making any payment If a set of facts, conditions or events constitutes a breach of more than one representation, warranty, covenant or agreement or is otherwise subject to the Indemnified Party for any more than one indemnification claim pursuant to obligation under this Article XSection 8.6, the Indemnifying Party as applicable, only one recovery of Losses 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 claimallowed, and the Indemnified Party shall assign any such rights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall there be any Indemnified Party be entitled to indemnification pursuant to or duplication of payments or recovery under different provisions of this Article X to Agreement arising out of the extent any Losses were attributable to such Indemnified Party’s own fraudsame facts, conditions or events.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax Benefit benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis)Loss, net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses proceeds would have reduced the Indemnifying Party’s indemnification obligations) net of ), and the cost of Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery (including any increased premiums)under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. 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 or claims 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 assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Losses shall be reduced by (a) any net Tax Benefit benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of ), and the cost of Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery (including any increased premiums)under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. 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 or claims 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 assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party’s own fraud.