Common use of Right to Recover Clause in Contracts

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if any Indemnifying Party is liable to pay an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually recovers (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any member of the Indemnified Party’s Group (in whole or in part) in respect of the Losses which is the subject matter of the claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss), the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts to procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket legal fees)) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative nor the Sellers’ Representative shall be required to act or forbear to act under this Section 8.8 (Right to Recover) if such act or forbearance, as applicable, could prejudice such party’s ability to prosecute a claim against an Indemnifying Party or any right hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, as applicable.

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if If any Indemnifying Party is liable to pay an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any member of the Indemnified Party’s Group (in whole or in part) in respect of the Losses Loss (other than a Tax Loss) which is the subject matter of the claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss)claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts procure that, before steps are taken to procure that enforce a claim against any Indemnifying Party under this Agreement, all reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket legal fees)recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative nor the or Sellers’ Representative shall be required to act or forbear to act under this Section 8.8 (Right to Recover) 8.10 if such act or forbearance, as applicable, could prejudice such partyperson’s ability to prosecute a claim against an Indemnifying Party or any right hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, as applicable.

Right to Recover. (a) Without limiting any duties to mitigate Losses under New York law, if If any Indemnifying Party is liable to pay an amount in discharge of any claim under this Agreement and any member of the Indemnified Party’s Group actually recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party (other than a Tax Authority, recovery against which is subject to the provisions of Article VII (Tax Matters) of this Agreement) a sum which indemnifies or compensates any member of the Indemnified Party’s Group (in whole or in part) in respect of the Losses Loss which is the subject matter of the claim (including any Tax benefit actually realized (by way of a reduction in cash Taxes otherwise payable) arising from such Loss)claim, the Purchasers’ Representative or the Sellers’ Representative, as applicable, shall use its commercially reasonable efforts procure that, before steps are taken to procure that enforce a claim against any Indemnifying Party under this Agreement, all reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery (including any insurance deductibles and reasonable and documented out-of-pocket legal fees)recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither the Purchasers’ Representative nor the or Sellers’ Representative shall be required to act or forbear to act under this Section 8.8 (Right to Recover) 8.9 if such act or forbearance, as applicable, could prejudice such partyperson’s ability to prosecute a claim against an Indemnifying Party or any right hereunder in the reasonable judgment of the Purchasers’ Representative or Sellers’ Representative, as applicable.