Common use of Liability Between the Parties Clause in Contracts

Liability Between the Parties. 13.1.1 A Party shall be responsible for, indemnify and hold harmless the other Party (the “Other Party ”) for any claims, liability, losses or damages (a “Claim”) sustained by the Other Party if the Claim is connected with, or arises from, a willful breach of this Agreement by the Party or the gross negligence of the Party in meeting its obligations under this Agreement, except in the case of negligence on the part of the Other Party. 13.1.2 The Other Party shall make a good faith effort to recover all Claims from its insurers under applicable insurance policies so as to reduce the amount of the Claim. The amount of any Claim shall be reduced (i) to the extent the Other Party receives any insurance proceeds with respect to the Claim and (ii) to take into account any net tax benefit recognized by the Other Party arising from the recognition of the Claim and any payment actually received with respect to a Claim.