Common use of RECOURSE AGAINST THIRD PARTIES Clause in Contracts

RECOURSE AGAINST THIRD PARTIES. The amount of any claim for indemnification by any Purchaser Indemnified Party pursuant to this Article IX shall be reduced to reflect any amounts recoverable by and paid to any Purchaser Indemnified Party from any third party (other than an insurer, which shall be governed by Section 9.6) with respect to the matter giving rise to such claim (net of reasonable out-of-pocket expenses for collection); provided, that in no event shall any indemnification payment be delayed in anticipation of the receipt of any such amounts. To the extent that Purchaser or any of its Affiliates (including the Surviving Corporation and the Company Subsidiaries, following the Effective Time) receives any amount from a third party with respect to a matter for which it has previously received payment in indemnification pursuant to this Article IX, Purchaser shall, as soon as reasonably practicable after the receipt of such amounts, reimburse to the Escrow Agent (if such reimbursement is to be delivered during the Escrow Period) or to the Equityholder Representative (if such reimbursement is to be delivered after the Escrow Period), for any prior indemnification payment (up to the amount of such recovered amounts and net of out-of-pocket expenses for collection).

RECOURSE AGAINST THIRD PARTIES. The amount of any claim for indemnification by any Purchaser Indemnified Party Buyer Indemnitee pursuant to this Article IX 9 shall be reduced to reflect any amounts recoverable by and paid to any Purchaser Indemnified Party such Buyer Indemnitee from any third party (other than an insurer, which shall be governed by Section 9.6) with respect to the matter giving rise to such claim (net of reasonable out-of-pocket expenses for collection); provided, that in no event shall any indemnification payment be delayed in anticipation of the receipt of any such amounts. To the extent that Purchaser or any of its Affiliates (including the Surviving Corporation and the Company Subsidiaries, following the Effective Time) a Buyer Indemnitee receives any amount from a third party with respect to a matter for which it has previously received payment in indemnification pursuant to this Article IX9, Purchaser such Buyer Indemnitee shall, as soon as reasonably practicable after the receipt of such amounts, reimburse to replenish the Escrow Agent Holdback Cash Amount (if such reimbursement is to be delivered during prior to the Escrow Perioddistribution of the Holdback Cash Amount) or to the Equityholder Representative pay and reimburse Seller (if such reimbursement is to be delivered after the Escrow Perioddistribution of the Holdback Cash Amount), for any prior indemnification payment (up to the amount of such recovered amounts and net amounts, less any of out-of-pocket expenses for collection).