Common use of Right to Recover Clause in Contracts

Right to Recover. The Indemnified Parties shall attempt in good faith to promptly seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Law, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect to any Loss after the Indemnifying Party has provided indemnification for such Loss to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) to the Indemnifying Party with respect to such Loss.

Right to Recover. The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party (including, for this Section 11.7(c) in the case of the Purchaser, the Company and the Company’s Subsidiaries) will recover insurance proceeds or other amounts (whether by payment, discount, credit, relief, insurance or otherwise) as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Parties shall attempt in good faith Party will use commercially reasonable efforts to promptly seek to recover or make a claim for insurance proceeds or other amounts available (including pursuant to any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of any matter giving rise to an indemnification claim of the Indemnified Parties Party against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Lawit, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds or other amounts (including pursuant to any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds or other amounts (net including any amounts recovered pursuant to the exercise of any expenses incurred in collection thereofindemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect or other amounts (including any amounts recovered pursuant to the exercise of any indemnification rights of the Company or the Company’s Subsidiaries under the Foodswing APA) as a result of the matter giving rise to any Loss indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has provided paid such indemnification for such Loss claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) or other amounts received to the Indemnifying Party with respect to such Lossthe extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim.

Right to Recover. The Indemnified Parties shall attempt in good faith have an obligation to promptly make a claim thereunder and then exhaust all commercially reasonable efforts to seek to recover or make and pursue a claim for insurance proceeds (including under the RWI Policy) as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent coverage may be available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by 76 US-DOCS\102662145.20 it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable LawLegal Requirement (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates, other than as against a Buyer Indemnified Party or a Company Member current customer. If the Indemnified Party actually receives any insurance proceeds as a result (including under the RWI Policy) for Damages or expenses that are part of the matter giving rise to any an indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) actually received by the Indemnified PartyParty (including under the RWI Policy). If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) with respect to any Loss Damages or expenses after the Indemnifying Party has provided indemnification for such Loss Damages or expenses to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) to the Indemnifying Party with respect to such LossDamages;. Buyer Indemnified Parties shall not be entitled to recover Damages from the Seller Indemnifying Parties to the extent such Damages would have been covered under the RWI Policy if not for a failure by a Buyer Indemnified Party to properly make a claim thereunder (or to otherwise comply with the terms thereof).

Right to Recover. The Indemnified Parties shall attempt in good faith to promptly seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Lawlaw, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified Party, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect to any Loss after the Indemnifying Party has provided indemnification for such Loss to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) to the Indemnifying Party with respect to such Loss.

Right to Recover. The Indemnified Parties shall attempt in good faith to promptly seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable LawLaw (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses expenses, premiums, retention, deductibles or other related Damages actually incurred in collection thereofthereof and increase in premiums and any other underwriting costs, brokerage, commissions, and other costs or fees of securing such insurance coverage related thereto (but only to the extent such increase is attributable to the applicable indemnification claim)) actually received by the Indemnified PartyParty (including under the RWI Policy, subject to the conditions and limitations set forth herein). If the Indemnified Party actually receives any insurance proceeds with respect to any Loss Damages after the Indemnifying Party has provided indemnification for such Loss Damages to the Indemnified Party, then the Indemnified Party shall promptly turn over any the portion of such insurance proceeds (net of any expenses actually incurred in collection thereofthereof and any increases in premiums relating thereto (but only to the extent such increases are attributable to the applicable indemnification claim)) to the Indemnifying Party with respect to such Loss.Damages, provided, notwithstanding the foregoing, that in the case of recoveries under the RWI Policy, the Sellers’ indemnification obligations will not be reduced, nor shall reimbursement be provided, in respect of (i) amounts within the Indemnification Holdback Amount, or (ii) Damages in connection with, arising out of, or by reason of Fraud. 110

Right to Recover. The Indemnified Parties shall attempt in good faith have an obligation to promptly seek to recover or make a claim for insurance proceeds (including under the RWI Policy) as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent coverage may be available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, policy or applicable LawLaw (except with respect to the RWI Policy), be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) actually received by the Indemnified PartyParty (including under the RWI Policy). If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) with respect to any Loss Damages after the Indemnifying Party has provided indemnification for such Loss Damages to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) to the Indemnifying Party with respect to such LossDamages. The Buyer Indemnified Parties shall not be entitled to recover Damages from the Seller Indemnifying Parties if such Damages would have been covered under the RWI Policy if not for a failure by a Buyer Indemnified Party to properly make a claim thereunder (or to otherwise comply with the terms thereof).

Right to Recover. The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party (including, for this Section 11.7(c) in the case of the Purchaser, the Acquired Companies and the Subsidiaries) will recover insurance proceeds or other amounts (whether by payment, discount, credit, relief, insurance or otherwise) as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Parties shall attempt in good faith Party will use commercially reasonable efforts to promptly seek to recover or make a claim for insurance proceeds or other amounts available (including pursuant to any indemnification rights of the Acquired Companies or the Subsidiaries under any APA) as a result of any matter giving rise to an indemnification claim of the Indemnified Parties Party against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Lawit, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds or other amounts (including pursuant to any indemnification rights of the Acquired Companies or the Subsidiaries under any APA) as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds or other amounts (net including any amounts recovered pursuant to the exercise of any expenses incurred in collection thereofindemnification rights of the Acquired Companies or the Subsidiaries under any APA) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect or other amounts (including any amounts recovered pursuant to the exercise of any indemnification rights of the Acquired Companies or the Subsidiaries under any APA) as a result of the matter giving rise to any Loss indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has provided paid such indemnification for such Loss claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) or other amounts received to the Indemnifying Party with respect to such Lossthe extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim.

Right to Recover. The Indemnifying Party shall make any indemnification payments determined to be payable to the Indemnified Party hereunder without regard to any expectation that the Indemnified Party (including, for this Section 11.7(c) in the case of the Purchaser, the Acquired Company and the Subsidiary) will recover insurance proceeds or other amounts (whether by payment, discount, credit, relief, insurance or otherwise) as a result of the matter giving rise to the claim for which indemnification payments are to be made. The Indemnified Parties Party shall attempt in good faith have an obligation to promptly seek to recover or make a claim for insurance proceeds or other amounts available as a result of any matter giving rise to an indemnification claim of the Indemnified Parties Party against the Indemnifying Party, to the extent available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable Lawit, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds or other amounts as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect or other amounts as a result of the matter giving rise to any Loss indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has provided paid such indemnification for such Loss claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) or other amounts received to the Indemnifying Party with respect to such Lossthe extent of the payments made by the Indemnifying Party to the Indemnified Party on the claim.

Right to Recover. The Indemnified Parties shall attempt in good faith have an obligation to promptly seek to recover or make a claim for insurance proceeds (including under the RWI Policy), and shall use commercially reasonable efforts to recover insurance proceeds, as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent coverage may be available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, or applicable LawLegal Requirement (except with respect to the RWI Policy in the event of Fraud), be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses incurred in collection thereof) actually received by the Indemnified PartyParty (including under the RWI Policy). If the Indemnified Party actually receives any insurance proceeds (including under the RWI Policy) with respect to any Loss Damages after the Indemnifying Party has provided indemnification for such Loss Damages to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses incurred in collection thereof) to the Indemnifying Party with respect to such LossDamages. Buyer Indemnified Parties shall not be entitled to recover Damages pursuant to Section 11.3(a)(i) from the Parent if such Damages would have been covered under the RWI Policy if not for a failure by a Buyer Indemnified Party to promptly make a claim thereunder or to otherwise comply with the terms thereof.

Right to Recover. The Indemnified Parties shall attempt in good faith have an obligation to promptly seek to recover or make a claim for insurance proceeds as a result of any matter giving rise to an indemnification claim of the Indemnified Parties against the Indemnifying Party, to the extent coverage may be available therefor. The failure to promptly seek to recover or make a claim for insurance proceeds shall not, however, relieve the Indemnifying Party of its indemnification obligations, unless, and then solely to the extent that, the rights of the Parties from whom indemnity is sought are materially prejudiced or materially harmed as a result of such failure. In addition, the Indemnifying Party shall, to the extent of any indemnification payment made by it and to the extent consistent with any related indemnification agreement, insurance policy, policy or applicable Law, be subrogated to all rights of the Indemnified Party against any third party in respect of the claim (or portion of such claim) to which the indemnification payment relates. If the Indemnified Party actually receives any insurance proceeds as a result of the matter giving rise to any indemnification claim of the Indemnified PartyParty prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be reduced by the amount of any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) actually received by the Indemnified Party. If the Indemnified Party actually receives any insurance proceeds with respect to any Loss Damages after the Indemnifying Party has provided indemnification for such Loss Damages to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds (net of any expenses actually incurred solely in collection thereof) to the Indemnifying Party with respect to such LossDamages. Nothing herein shall require the Indemnified Parties to (i) seek any payment under any such insurance policies in respect of any Damages in lieu of (or prior to) seeking indemnification under this Section 12, (ii) commence litigation to recover proceeds under any such insurance policy or (iii) pursue any self-insurance set asides that may otherwise be available in respect of any such matter.