Adjustment for Insurance. The amount which an Indemnifying Party ------------------------ is required to pay to, for or on behalf of any Indemnified Party pursuant to this Article 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 Loss"). ------------------ Amounts required to be paid, as so reduced, are hereinafter sometimes called an "Indemnity Payment." If an Indemnified Party 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, then the Indemnified Party shall 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: Agreement and Plan of Merger (Avantgo Inc), Agreement and Plan of Merger (Avantgo Inc)
Adjustment for Insurance. The amount which an Indemnifying Party ------------------------ is required to pay to, for or on behalf of any the Indemnified Party pursuant to this Article VI 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 LossINDEMNIFIABLE LOSS"). ------------------ Amounts required to be paid, as so reduced, are hereinafter sometimes called an "Indemnity Payment." INDEMNITY PAYMENT". If an Indemnified Party shall have has received or shall have ----------------- has had paid on its behalf an Indemnity Payment in respect of for an Indemnifiable Loss and shall subsequently receive receives insurance proceeds in respect of 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 any Indemnified Party the Indemnitee pursuant to this Article VI 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 Loss"), less the cost of procuring such insurance proceeds. ------------------ Amounts required to be paid, as so reduced, are hereinafter sometimes called an "Indemnity Payment." If an Indemnified Party shall have Indemnitee has received or shall have ----------------- has had paid on its behalf an Indemnity Payment in respect of for an Indemnifiable Loss and shall subsequently receive receives insurance proceeds in respect of for such Indemnifiable Loss, then the Indemnified Indemnitee shall (i) promptly notify the Indemnifying Party shall 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 (reduced by such procurement cost), or, if lesser, the amount of the Indemnity Payment.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr)
Adjustment for Insurance. The amount which an Indemnifying Party ------------------------ is required to pay to, for or on behalf of any Indemnified Party pursuant to this Article VI 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 Loss"). ------------------ Amounts required to be paid, as so reduced, are hereinafter sometimes called an "Indemnity Payment." If an Indemnified Party 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, Loss then the Indemnified Party shall 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)