Common use of Adjustment for Insurance and Taxes Clause in Contracts

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 the any other party (hereinafter referred to as an "INDEMNITEEIndemnitee") pursuant to this Article V and Section 4.3 8.1 shall be adjusted (including, without limitation, retroactively) (i) by any insurance insur- ance proceeds actually recovered by or on behalf of such Indemnitee Indemni- tee in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSSIndemni- fiable Loss") and (ii) to take account (A) reduced by the present value of the amount of any Tax savings resulting from any tax benefit actually realized to the party seeking indemnification (or, when such party is Purchaser, the Company or the Subsidiary) as a result of any the Indemnifiable Loss, less and (B) increased by the cost present value of procuring such insurance proceeds or tax benefitthe amount of any Tax due with respect to the indemnification payment itself. Amounts required to be paid, as so reducedadjusted, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnity Payment." If an Indemnitee has shall have received or has shall have had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable Loss and subsequently receives shall subsequent- ly receive insurance proceeds for in respect of such Indemnifiable Loss, or realizes realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnifiable Loss, then the Indemnitee Indemni- tee 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 net 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 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 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 realize any tax Tax benefit as a result of such Indemnifiable Loss, then the Indemnitee shall promptly (i) promptly notify the Indemnifying Party of the amount and nature of such proceeds and benefits, together with the cost of procuring them, benefits and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or tax 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 either Newco LP or Horizon Partnership is required to pay to, for or on behalf of the other party (hereinafter referred to as an "INDEMNITEE") pursuant to this Article V Sections 5.1 and Section 4.3 5.2, shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee Newco LP Group, Horizon Partnership Group or the Indemnified Party, as the case may be, in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS") Indemnified Loss or Third Party Claim and (ii) to take account reduced by the net difference between (A) the present value of the amount of any Tax savings resulting from any tax benefit actually realized to Newco LP Group, Horizon 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 Indemnifiable Loss, less Tax due with respect to the cost receipt of procuring such insurance proceeds or tax benefitthe indemnification payment itself. Amounts required to be paid, as so reducedadjusted, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnified Payment." If an Indemnitee has Newco LP Group, Horizon Partnership Group or the Indemnified Party, as the case may be, shall have received or has shall have had paid on its behalf an Indemnity Indemnified Payment for in respect of an Indemnifiable Indemnified Loss or Third Party Claim and shall subsequently receives receive insurance proceeds for in respect of such Indemnifiable LossIndemnified Loss or Third Party Claim, or realizes realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnifiable LossIndemnified Party or Third Party Claim, then Newco LP, Horizon Partnership or the Indemnitee Indemnified Party, as the case may be, 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 Newco LP, Horizon Partnership or the Indemnifying Party Indemnified Party, as the case may be, the amount of such insurance proceeds or net tax benefit (reduced by such procurement cost)benefit, or, or if lesser, the amount of the Indemnity Indemnified Payment.

Adjustment for Insurance and Taxes. The amount which an Indemnifying Party is the Sellers are required to pay to, for to the Buyer or on behalf of that the other party (hereinafter referred Buyer and Russell-Stanley are required to as an "INDEMNITEE") pay to the Sellers pursuant to this Article V and Section 4.3 Sectiox 0.0 xx Xxxxxxn 8.1 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf any Buyer Indemnified Person, in the case of such Indemnitee a payment to the Buyer, and by any Seller Indemnified Person, in the case of a payment to the Sellers, in reduction of the related indemnifiable loss Losses (the "INDEMNIFIABLE LOSS"Buyer hereby undertakes to, and shall cause each other Buyer Indemnified Person to, and the Sellers hereby undertake to, and shall cause each other Seller Indemnified Person to, use reasonable efforts to recover same) and (ii) to take account of any tax benefit actually realized by any Buyer Indemnified Person, in the case of a payment to the Buyer, and by any Seller Indemnified Person, in the case of a payment to the Sellers, as a result of any Indemnifiable Loss, less the cost of procuring such insurance proceeds or tax benefitindemnifiable Losses. Amounts required to be paid, as so reduced, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnity Payment." If an Indemnitee has the Buyer or any Seller shall have received or has had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable indemnifiable Loss and the parties in good faith believe that any Buyer Indemnified Person or any Seller Indemnified Person (a "Beneficiary") is likely to subsequently receives receive insurance proceeds for in respect of such Indemnifiable indemnifiable Loss, or realizes has or will actually realize any tax benefit as a result of such Indemnifiable indemnifiable Loss, then the Indemnitee parties shall (i) promptly notify negotiate in good faith to determine the Indemnifying Party of the amount and nature present value of such proceeds and benefits, together with the cost of procuring them, and (ii) pay to the Indemnifying Party the amount of such anticipated insurance proceeds or tax benefit (reduced by such procurement costand the Beneficiary shall promptly pay, in accordance with Section 8.1(e), such amount or, if lesser, the amount of the Indemnity Payment.

Adjustment for Insurance and Taxes. The amount which an Indemnifying Party either Nebraska LLC or Prime Partnership Group is required to pay to, for or on behalf of the other party (hereinafter referred to as an "INDEMNITEE") pursuant to this Article V Sections 3.1 and Section 4.3 3.2, shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS") Indemnified Loss or Third Party Claim and (ii) to take account reduced by the net difference between (A) the present value of the amount of any tax savings resulting from any tax benefit actually realized 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 Indemnifiable Loss, less tax due with respect to the cost receipt of procuring such insurance proceeds or tax benefitthe indemnification payment itself. Amounts required to be paid, as so reducedadjusted, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnified Payment." If an Indemnitee has Nebraska LLC, Prime Partnership Group or the Indemnified Party, as the case may be, shall have received or has shall have had paid on its behalf an Indemnity Indemnified Payment for in respect of an Indemnifiable Indemnified Loss or Third Party Claim and shall subsequently receives receive insurance proceeds for in respect of such Indemnifiable LossIndemnified Loss or Third Party Claim, or realizes realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnifiable LossIndemnified Loss or Third Party Claim, then Nebraska LLC, Prime Partnership Group or the Indemnitee Indemnified Party, as the case may be, 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 Nebraska LLC, Prime Partnership or the Indemnifying Party Indemnified Party, as the case may be, the amount of such insurance proceeds or net tax benefit (reduced by such procurement cost)benefit, or, or if lesserless, the amount of the Indemnity Indemnified Payment.

Adjustment for Insurance and Taxes. The amount which either Newco or the Company is required to pay to, for or on behalf of the other pursuant to Section 5.1 and 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") any Indemnified Party pursuant to this Article V and Section 4.3 5.3, shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee the Company, Newco or the Indemnified Party, as the case may be, in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS") Indemnified Loss or Third Party Claim and (ii) to take account (A) reduced by the present value of the amount of any Tax savings resulting from any tax benefit actually realized to the Company, Newco or the Indemnified Party, as the case may be as a result of the Indemnified Loss or Third Party Claim, and (B) increased by the present value of the amount of any Indemnifiable Loss, less Tax due with respect to the cost of procuring such insurance proceeds or tax benefitindemnification payment itself. Amounts required to be paid, as so reducedadjusted, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnity Payment." If an Indemnitee has the Company, Newco or the Indemnified Party, as the case may be, shall have received or has shall have had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable Indemnified Loss or Third Party Claim and shall subsequently receives receive insurance proceeds for in respect of such Indemnifiable LossIndemnified Loss or Third Party Claim, or realizes realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnifiable LossIndemnified Loss or Third Party Claim, then the Indemnitee Company, Newco or the Indemnified Party, as the case may be, shall (i) promptly notify pay to Newco, the Company or the Indemnifying Party of Party, as the amount and nature of such proceeds and benefitscase may be, together with the cost of procuring them, and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or net tax benefit (reduced by such procurement cost)benefit, or, 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 the other party (hereinafter referred to as an "INDEMNITEE") Indemnitee pursuant to this Article V and Section 4.3 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 Loss (the "INDEMNIFIABLE LOSSIndemnifiable 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 any of its behalf an Indemnity Payment for affiliates shall have been indemnified under this Section 5.1 in respect of an Indemnifiable Loss and shall subsequently receives receive insurance proceeds for such Indemnifiable Loss, or realizes realize any tax benefit as a result of in connection with 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, benefits and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or tax benefit (reduced but in no event more than the amount previously received by such procurement cost)the Indemnitee under this Section 5.1 in respect of the Indemnifiable Loss; provided, orhowever, if lesserthat in the case of any tax benefit realized by an Indemnitee as a result of an Indemnifiable Loss, the Indemnitee shall not be required to pay an Indemnifying Party, in any one (1) tax year, an amount greater than the portion of the Indemnity Paymentsuch tax benefit allocable to that tax year.

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 "INDEMNITEEIndemnitee") 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 LOSSIndemnifiable Loss") and (ii) to take account of any tax 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 PAYMENTIndemnity 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 realize any tax Tax benefit as a result of such Indemnifiable Loss, then the Indemnitee shall promptly (i) promptly notify the Indemnifying Party of the amount and nature of such proceeds and benefits, together with the cost of procuring them, benefits and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or tax 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 the other party (hereinafter referred to as an "INDEMNITEE") Indemnified Party pursuant to this Article V and Section 4.3 7 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee Indemnified Party 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 Indemnified Party 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 Indemnified Party shall (ia) promptly notify the Indemnifying Party of the amount and nature of such proceeds and benefits, together with the cost of procuring them, benefits and (iib) 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 either Newco or the Company is required to pay to, for or on behalf of the other pursuant to Section 5.1 and 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") any Indemnified Party pursuant to this Article V and Section 4.3 5.3, shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee the Company, Newco or the Indemnified Party, as the case may be, in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS") Indemnified Loss or Third Party Claim and (iiii)(A) to take account reduced by the present value of the amount of any Tax savings resulting from any tax benefit actually realized to the Company, Newco or the Indemnified Party, as the case may be as a result of the Indemnified Loss or Third Party Claim, and (B) increased by the present value of the amount of any Indemnifiable Loss, less Tax due with respect to the cost of procuring such insurance proceeds or tax benefitindemnification payment itself. Amounts required to be paid, as so reducedadjusted, are hereinafter hereafter sometimes called an "INDEMNITY PAYMENTIndemnity Payment." If an Indemnitee has the Company, Newco or the Indemnified Party, as the case may be, shall have received or has shall have had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable Indemnified Loss or Third Party Claim and shall subsequently receives receive insurance proceeds for in respect of such Indemnifiable LossIndemnified Loss or Third Party Claim, or realizes realize any net tax benefit (as computed in clause (ii) above) as a result of such Indemnifiable LossIndemnified Loss or Third Party Claim, then the Indemnitee Company, Newco or the Indemnified Party, as the case may be, shall (i) promptly notify pay to Newco, the Company or the Indemnifying Party of Party, as the amount and nature of such proceeds and benefitscase may be, together with the cost of procuring them, and (ii) pay to the Indemnifying Party the amount of such insurance proceeds or net tax benefit (reduced by such procurement cost)benefit, or, or if lesser, the amount of the Indemnity Payment.

Adjustment for Insurance and Taxes. The amount which that an ---------------------------------- Indemnifying Party is required to pay to, for or on behalf of the other party (hereinafter referred to as an "INDEMNITEE") any Indemnified Party pursuant to this Article V and Section 4.3 6.1 shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by proceeds, or on behalf of such Indemnitee indemnity, contribution or similar payment, payable to any Indemnified Party in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSSIndemnifiable Loss") and (ii) to take ------------------ account of any tax benefit actually realized available 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 PAYMENTIndemnity Payment." If an Indemnitee has Indemnified Party shall have received or has shall have ----------------- had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable Loss and shall subsequently receives become eligible for insurance proceeds for proceeds, or indemnity, contribution or similar payment, in respect of such Indemnifiable Loss, or realizes become eligible for any tax benefit as a result of such Indemnifiable Loss, then the Indemnitee Indemnified Party 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 the Indemnifying Party is required to pay to, for or on behalf of the other party (hereinafter referred to as an "INDEMNITEE") any Indemnitee pursuant to this Article V and Section 4.3 VI shall be adjusted (including, without limitation, retroactively) (i) by any insurance proceeds actually recovered by or on behalf of such Indemnitee or any Affiliate of such Indemnitee in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSSIndemnifiable Loss") and (ii) to take account of any tax Tax benefit actually realized received by the Indemnitee or any Affiliate of such Indemnitee 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 hereafter sometimes called an "INDEMNITY PAYMENTIndemnity Payment." If an Indemnitee has or an Indemnitee's Affiliate shall have received or has shall have had paid on its behalf an Indemnity Payment for in respect of an Indemnifiable Loss and shall subsequently receives receive insurance proceeds for in respect of such Indemnifiable Loss, or realizes receive any tax 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 Tax benefit (reduced by such procurement cost), or, if lesser, the amount of the Indemnity Payment.