Adjustment for Insurance. The amount which an Indemnifying Party is required to pay to, for or on behalf of the Indemnified Party pursuant to this Article 8 shall be adjusted (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSS"). Amounts required to be paid, as so reduced, are hereinafter sometimes called an "INDEMNITY PAYMENT". If an 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, then the Indemnified Party shall (x) promptly notify the Indemnifying Party of the amount and nature of such proceeds, and (y) pay to the Indemnifying Party the amount of such insurance proceeds or, if lesser, the amount of the Indemnity Payment.
Appears in 2 contracts
Samples: Purchase Agreement (Advance Paradigm Inc), Purchase Agreement (Foundation Health Systems Inc)
Adjustment for Insurance. The amount which an Indemnifying Party ------------------------ is required to pay to, for or on behalf of the any Indemnified Party pursuant to this Article 8 VI shall be adjusted (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSSIndemnifiable Loss"). ------------------ Amounts required to be paid, as so reduced, are hereinafter sometimes called an "INDEMNITY PAYMENT". Indemnity Payment." If an Indemnified Party has 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, then the Indemnified Party shall (x) promptly notify the Indemnifying Party of the amount and nature of such proceeds, and (y) pay to the Indemnifying Party the amount of such insurance proceeds or, if lesser, the amount of the Indemnity Payment.
Appears in 2 contracts
Samples: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Adjustment for Insurance. The amount which an Indemnifying Party is required to pay to, for or on behalf of the any Indemnified Party pursuant to this Article 8 Section 5.1 shall be adjusted (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party in reduction of the related indemnifiable loss and shall further be adjusted to take into account any increase in premium to the extent resulting from the claim for insurance proceeds associated with such Indemnifiable Loss (the "INDEMNIFIABLE LOSSIndemnifiable Loss"). Amounts required to be paid, as so reduced, are hereinafter sometimes called an "INDEMNITY PAYMENT". Indemnity Payment." If an Indemnified Party has 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, Loss then the Indemnified Party shall (x) promptly notify the Indemnifying Party of the amount and nature of such proceeds, and (y) pay to the Indemnifying Party the amount of such insurance proceeds or, if lesser, the amount of the Indemnity Payment.shall
Appears in 1 contract
Samples: Purchase Agreement (Choicepoint Inc)
Adjustment for Insurance. The amount which an Indemnifying Party is required to pay to, for or on behalf of the Indemnified Party Indemnitee pursuant to this Article 8 X and Article VIII shall be adjusted (including, without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Party Indemnitee in reduction of the related indemnifiable loss (the "INDEMNIFIABLE LOSSIndemnifiable Loss"), less the cost of procuring such insurance proceeds. Amounts required to be paid, as so reduced, are hereinafter sometimes called an "INDEMNITY PAYMENT". Indemnity Payment." If an Indemnified Party 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, then the Indemnified Party Indemnitee shall (xi) promptly notify the Indemnifying Party of the amount and nature of such proceedsproceeds and benefits, together with the cost of procuring them, and (yii) pay to the Indemnifying Party the amount of such insurance proceeds (reduced by such procurement cost), or, if lesser, the amount of the Indemnity Payment.
Appears in 1 contract
Samples: Merger Agreement (Cordiant Communications Group PLC /Adr)