Adjustment for Insurance and Taxes. The amount which an Indemnifying Party is required to pay to, for or on behalf of the other party (hereinafter referred to as an "INDEMNITEE") pursuant to this Article V and Section 4.3 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS") and (ii) to take account of any tax benefit actually realized as a result of any Indemnifiable Loss, less the cost of procuring such insurance proceeds or tax benefit. Amounts required to be paid, as so reduced, are hereinafter sometimes called an "INDEMNITY PAYMENT." If an Indemnitee has received or has had paid on its behalf an Indemnity Payment for an Indemnifiable Loss and subsequently receives insurance proceeds for such Indemnifiable Loss, or realizes any tax benefit as a result of such Indemnifiable Loss, then the Indemnitee shall (i) promptly notify the Indemnifying Party of the amount and nature of such proceeds and benefits, together with the cost of procuring them, and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or tax benefit (reduced by such procurement cost), or, if lesser, the amount of the Indemnity Payment.
Adjustment for Insurance and Taxes. The amount which an Indemnifying Party is required to pay to, for or on behalf of any other party (hereinafter referred to as an "Indemnitee") pursuant to this Section 8.1 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee in reduction of the related indemnifiable loss (the "Indemnifiable Loss"), and (ii) to take account of any tax benefit actually realized as a result of any Indemnifiable Loss. Amounts required to be paid, as so reduced, are hereafter sometimes called an "Indemnity Payment." If an Indemnitee shall have received or shall have had paid on its behalf an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive insurance proceeds in respect of such Indemnifiable Loss, or actually realize any tax benefit as a result of such Indemnifiable Loss, then the Indemnitee shall pay to the Indemnifying Party the amount of such insurance proceeds or tax benefit or, if lesser, the amount of the Indemnity Payment.
Adjustment for Insurance and Taxes. The amount (an "Indemnity Payment") which an Indemnitor is required to pay on behalf of any Indemnitee pursuant to this Article 12 shall be reduced by the amount of any insurance proceeds theretofore or thereafter actually received by or on behalf of the Indemnitee in reduction of the related indemnifiable loss. An Indemnitee which shall have received or on behalf of which there shall be paid an Indemnity Payment and which shall subsequently receive, directly or indirectly, insurance proceeds in respect of the related indemnifiable loss, shall pay to the Indemnitor the amount of such insurance proceeds or, if lesser, the amount of the Indemnity Payment. Where any tax benefit is available to the Indemnitee with respect to an indemnifiable event, the indemnity payment shall be reduced dollar for dollar by the amount of such tax benefit and where any net Tax cost is incurred by the Indemnitee arising from the receipt of indemnity payments hereunder, the indemnity payment shall be increased dollar for dollar by the amount of such Tax cost (grossed up for such increase), provided that such Tax benefit or Tax cost shall be computed at the highest federal, state, local and foreign corporate income tax rate of the jurisdiction in which such Tax benefit or Tax cost so relates.
Adjustment for Insurance and Taxes. The amount which an Indemnifying Party is required to pay to, for or on behalf of an Indemnitee pursuant to this Section 5.1 shall be adjusted (including, without limitation, retroactively): (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee or any of its affiliates in reduction of the related indemnifiable Loss (the "Indemnifiable Loss"), and (ii) to take account of any tax benefit actually recognized as a result of any Indemnifiable Loss. If an Indemnitee or any of its affiliates shall have been indemnified under this Section 5.1 in respect of an Indemnifiable Loss and shall subsequently receive insurance proceeds or actually recognize any tax benefit in connection with such Indemnifiable Loss, then the Indemnitee shall promptly notify the Indemnifying Party of the amount and nature of such proceeds and benefits and pay to the Indemnifying Party the amount of such insurance proceeds or tax benefit but in no event more than the amount previously received by the Indemnitee under this Section 5.1 in respect of the Indemnifiable Loss.
Adjustment for Insurance and Taxes. The amount which either Nebraska LLC or Prime Partnership Group is required to pay to, for or on behalf of the other pursuant to Sections 3.1 and 3.2, shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, in reduction of the related Indemnified Loss or Third Party Claim and (ii) reduced by the net difference between (A) the present value of the amount of any tax savings resulting from any tax benefit to Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, as a result of the Indemnified Loss or Third Party Claim, and (B) the present value of the amount of any tax due with respect to the receipt of the indemnification payment itself. Amounts required to be paid, as so adjusted, are hereafter sometimes called an "Indemnified Payment." If Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, shall have received or shall have had paid on its behalf an Indemnified Payment in respect of an Indemnified Loss or Third Party Claim and shall subsequently receive insurance proceeds in respect of such Indemnified Loss or Third Party Claim, or realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnified Loss or Third Party Claim, then Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, shall pay to Nebraska LLC, Prime Partnership or the Indemnified Party, as the case may be, the amount of such insurance proceeds or net tax benefit, or if less, the amount of the Indemnified Payment.
Adjustment for Insurance and Taxes. The amount which an Indemnifying Party is required to pay to, for or on behalf of any other party (hereinafter referred to as an "Indemnitee") pursuant to this Section 8.1 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee in reduction of the related indemnifiable loss (the "Indemnifiable Loss") and (ii) (A) reduced by the present value of the amount of any Tax savings resulting from any tax benefit to the party seeking indemnification (or, when such party is Purchaser, the Company) as a result of the Indemnifiable Loss, and (B) increased by the present value of the amount of any Tax due with respect to the indemnification payment itself. Amounts required to be paid, as so adjusted, are hereafter sometimes called an "Indemnity Payment."
Adjustment for Insurance and Taxes. The amount which an ------------------------------------ Indemnitor is required to pay to, for or on behalf of an Indemnitee pursuant to this Section 9.2 or Section 9.3 hereof shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually paid to such Indemnitee in reduction of the related Loss (net of any increased premium) and (ii) (A) reduced by the amount of any Tax benefit actually received by the party seeking indemnification as a result of the Loss, and (B) increased by the present value of the amount of any Tax due with respect to the indemnification payment itself. Amount required to be paid, as so adjusted, are hereafter sometimes called an "Indemnity Payment." If an Indemnitee shall have received ----------------- or shall have paid on its behalf an Indemnity Payment in respect of a Loss and shall subsequently receive insurance proceeds in respect of such Loss, or realize any net Tax benefit (as computed in clause (ii) above) as a result of such Loss, then the Indemnitee shall pay to the Indemnitor the amount of such insurance proceeds or net tax benefit or, it lesser, the amount of the Indemnity Payment.
Adjustment for Insurance and Taxes. The gross amount which an ---------------------------------- Indemnifying Party is liable to pay to, or on behalf of the Indemnitee pursuant to this article (the "Indemnifiable Loss") shall be reduced by any insurance proceeds actually recovered by or on behalf of such Indemnitee (from any insurer who is not an affiliate of the Indemnitee) related to the Indemnifiable Loss, and increased to fully recover any Tax cost associated with the indemnity payment and the insurance or other recovery. If an Indemnitee shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss (from any insurer who is not an affiliate of the Indemnitee), such Indemnitee shall pay to such Indemnifying Party the amount of such insurance proceeds or, if less, the amount of such indemnity payment.
Adjustment for Insurance and Taxes. The amount which an indemnitor is required to pay to, for or on behalf of an indemnitee pursuant to this Article V shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such indemnitee in reduction of the related indemnifiable loss (the "Indemnifiable Loss") and (ii) to take account of any Tax benefit realized as a result of any Indemnifiable Loss. Amounts required to be paid, as so reduced, are hereafter sometimes called an "Indemnity Payment." If an indemnitee shall have received or shall have had paid on its behalf an Indemnity Payment in respect of an Indemnifiable Loss and shall subsequently receive insurance proceeds in respect of such Indemnifiable Loss, or realize any Tax benefit as a result of such Indemnifiable Loss, then the indemnitee shall pay to the indemnitor the amount of such insurance proceeds or Tax benefit or, if lesser, the amount of the Indemnity Payment.
Adjustment for Insurance and Taxes. Any indemnity payment due and payable by an Indemnifying Party under this Article VIII shall be decreased to the extent of any net actual reduction in Taxes payable by the Indemnified Party resulting from the Losses, and taking into account the tax consequences to the Indemnified Party of the receipt of any indemnity payment due and payable by the Indemnifying Party under this Article VIII. In addition, any amounts otherwise required to be paid by an Indemnifying Party under this Article VIII shall be net of any insurance proceeds received by the Indemnified Party, and, to the extent a claim involves a matter for which insurance is available under a then existing insurance policy of the Indemnified Party, the Indemnified Party agrees to use good faith efforts to have such indemnifiable claim under this Article VIII be covered under such applicable insurance policy.
