Common use of Adjustment of Indemnifiable Losses Clause in Contracts

Adjustment of Indemnifiable Losses. (a) The amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). Each of Xxxx Xxx, CoffeeCo and DutchCo shall use commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense or Loss over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if any. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy.

Adjustment of Indemnifiable Losses. (a) The amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds proceeds, Third Party indemnity obligations to the extent actually received and other amounts actually recovered taking into account any actual tax benefit or detriment (net of any Out-of-Pocket Expenses incurred in the collection thereof) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”)Loss. Each of Xxxx Xxx, CoffeeCo Ralcorp and DutchCo Post shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable insurance policies and Third Party insurance policies or damages from any Third Parties indemnities to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation promptly to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable any Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance subsequently actually receives insurance proceeds or indemnification proceeds from any Third Party in respect of such indemnifiable Expense or Loss, then the such Indemnified Party shall promptly remit refund to the Indemnifying Party an amount equal to the excess (if any) lesser of (i) the after-tax amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense insurance proceeds or Loss over indemnification proceeds actually received and (ii) the net amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been Payments actually received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if anypreviously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any applicable insurance policypolicy as to any payments made by such Indemnifying Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). Each of Xxxx Xxx, CoffeeCo Fortune Brands and DutchCo Cabinets shall use its commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior entitled, and each of Fortune Brands and Cabinets shall reasonably cooperate in connection with such other Party’s efforts to seeking indemnification or contribution under this Agreement, where allowedcollect any such proceeds; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense or Loss over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if any. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy.

Adjustment of Indemnifiable Losses. (a) The amount that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered (net of any Out-of-Pocket Expenses incurred in the collection thereof) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”)Loss. Each of Xxxx Xxx, CoffeeCo Marathon Oil and DutchCo Marathon Petroleum shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation promptly to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable any Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance subsequently actually receives insurance proceeds or indemnification proceeds from any Third Party in respect of such indemnifiable Expense or Loss, then the such Indemnified Party shall promptly remit refund to the Indemnifying Party an amount equal to the excess (if any) lesser of (i) the after-tax amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense insurance proceeds or Loss over indemnification proceeds actually received and (ii) the net amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been Payments actually received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if anypreviously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any applicable insurance policypolicy as to any payments made by such Indemnifying Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). Each of Xxxx Xxx, CoffeeCo NiSource and DutchCo Columbia shall use commercially its reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense or Loss over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if any. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy.

Adjustment of Indemnifiable Losses. (a) The amount that any either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”)Loss. Each of Xxxx Xxx, CoffeeCo First Data and DutchCo Western Union shall use commercially its respective reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable any Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance subsequently actually receives insurance proceeds or other amounts in respect of such indemnifiable Expense or Loss, then the such Indemnified Party shall promptly remit refund to the Indemnifying Party an amount a sum equal to the excess (if any) lesser of (i) the after-tax amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense insurance proceeds or Loss over other amounts actually received and (ii) the net amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been Payments actually received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if anypreviously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy.

Adjustment of Indemnifiable Losses. (a) The amount that any Party either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). Each of Xxxx Xxx, CoffeeCo Fortune Brands and DutchCo H&S shall use commercially its reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense or Loss over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if any. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy.

Adjustment of Indemnifiable Losses. (a) The amount that any Party (which an “Indemnifying Party”) Indemnitor is required to pay to any Person entitled to indemnification hereunder an Indemnitee in respect of an indemnifiable loss under this Agreement (an “Indemnified Party”"Indemnifiable Loss") shall be reduced (including, without limitation, retroactively) by (i) any insurance proceeds and other amounts actually recovered by or on behalf such Indemnitee in respect of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Indemnifiable Loss and costs and expenses (including reasonable legal fees and expensesii) incurred any tax benefit realized by the Indemnified Party in connection with seeking to collect and collecting Indemnitee arising from the incurrence or payment of such amounts) in reduction Indemnifiable Loss. In computing the amount of the related Expense or Loss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). Each of Xxxx Xxx, CoffeeCo and DutchCo shall use commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve tax benefit, the Indemnifying Party Indemnitee shall be deemed to fully utilize, at the highest marginal tax rate then in effect, all tax items arising from the incurrence or payment of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified PartyIndemnifiable Loss. If any Indemnity Reduction Amounts are an Indemnitee shall have received by or on behalf of an Indemnified Party a payment in respect of an indemnifiable Expense Indemnifiable Loss (an "Indemnity Payment") and shall subsequently actually receive insurance proceeds or Loss for which indemnification is provided under this Agreement after the full amount other amounts in respect of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Indemnifiable Loss, then the Indemnified Party such Indemnitee shall promptly remit pay to the Indemnifying Party an amount such Indemnitor a sum equal to the excess (if any) lesser of (i) the amount theretofore paid by the Indemnifying Party in respect of such indemnifiable Expense net insurance proceeds or Loss over other net amounts actually received and (ii) the net amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been Payments actually received before the indemnity payment was made. For the avoidance of doubt, such excess shall be paid net of any expenses of the Indemnified Party associated with the receipt of the applicable insurance policy proceeds, including Taxes thereon, if anypreviously. The Indemnified Party Indemnitee agrees that that, to the Indemnifying Party extent permitted by applicable law or contract, the Indemnitor shall be subrogated to such Indemnified Party Indemnitee under any insurance policy. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof.