Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. GE and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation in this Agreement or any other document executed in connection with the Closing (a) each such obligation shall be calculated on an After-Tax Basis and (b) except with respect to GE’s obligation to indemnify the Acquiror for Environmental Claims and in an amount not to exceed $5,000,000 in the aggregate, in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages or lost profits (“Consequential Damages”). In any case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such 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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.

Additional Indemnification Provisions. GE Instrumentarium and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation in this Agreement (a) all Losses shall be net of any third-party insurance proceeds which either have been paid by, or any other document executed have been agreed to be paid by, the Indemnified Party in connection with the Closing (a) each such obligation shall be calculated on an After-Tax Basis facts giving rise to the right of indemnification and (b) except with respect to GE’s obligation to indemnify the Acquiror for Environmental Claims and in an amount not to exceed $5,000,000 in the aggregate, in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages or damages, lost profits (“Consequential Damages”)or similar items. In any case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such 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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.

Additional Indemnification Provisions. GE and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation in this Agreement or any other document executed in connection with the applicable Closing (a) each such obligation shall be calculated on an After-Tax Basis and (b) except all Losses shall be net of any third-party insurance proceeds which either have been recovered by, or are recoverable by, the Indemnified Party in connection with respect the facts giving rise to GE’s obligation to indemnify the Acquiror for Environmental Claims right of indemnification and in an amount not to exceed $5,000,000 in the aggregate, (c) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequentiallost profits, specialconsequential damages or punitive damages, incidental, indirect other than consequential or punitive damages or lost profits (“Consequential Damages”)actually awarded to a third party pursuant to a Third Party Claim in an Action. In any case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (ia) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (iib) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.

Additional Indemnification Provisions. GE and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each the indemnification obligation set forth in this Agreement or Article XI: (a) all Losses shall be net of any other document executed third-party insurance proceeds recovered in cash, net of directly related premium adjustments, by the Indemnified Party in connection with the Closing (a) each such obligation shall be calculated on an After-Tax Basis facts giving rise to the right of indemnification, and (b) except with respect each party shall use reasonable efforts to GE’s obligation mitigate any Losses for which that party seeks indemnification pursuant to indemnify the Acquiror for Environmental Claims and in an amount not to exceed $5,000,000 in the aggregate, in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages or lost profits (“Consequential Damages”)this Article IX. In any case where an Indemnified Party recovers from a third Person party any amount in respect of a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article XIX, such 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 in procuring such 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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts recovered, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnified Party against any Person (other than an Indemnified Party) with respect to the subject matter of such claim. Any Indemnified Party shall assign or otherwise reasonably cooperate with the Indemnifying Party to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

Additional Indemnification Provisions. GE Seller and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation in Article X of this Agreement, the Tax Matters Agreement or any other document executed in connection with the Closing (a) each such obligation shall be calculated made on an After-Tax Basis and Basis, (b) except all Losses shall be net of any third-party insurance proceeds which either have been recovered by, or are recoverable by, the Indemnified Party in connection with respect the facts giving rise to GE’s obligation to indemnify the Acquiror for Environmental Claims right of indemnification and in an amount not to exceed $5,000,000 in the aggregate, (c) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages or damages, lost profits (“Consequential Damages”)or similar items, other than such items as the indemnified party may be required to pay to a third party as a result of an indemnifiable claim. In any case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to this Article XX or the Tax Matters Agreement, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such 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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.