Common use of Adjustment of Indemnifiable Losses Clause in Contracts

Adjustment of Indemnifiable Losses. (a) The amount which an Indemnifying Party is required to pay to an Indemnified Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by such Indemnified Party in respect of the related Claim or Loss. If an Indemnified Party shall have received an Indemnity Payment in respect of a Claim or Loss and shall subsequently actually receive insurance proceeds or the other amounts in respect of such Claim or Loss, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the lesser of (1) the amount of such insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party 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.

Adjustment of Indemnifiable Losses. (a) The amount which an Indemnifying Party is required to pay to an Indemnified Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by such Indemnified Party in respect reduction of the related Claim or Loss. If an Indemnified Party shall have received an Indemnity Payment in respect of a Claim or Loss and shall subsequently actually receive insurance proceeds or the other amounts in respect of such Claim or Loss, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the lesser of (1) the amount of such insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party 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.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.

Adjustment of Indemnifiable Losses. (a) The amount which that any Party (an Indemnifying Party "INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification hereunder (an Indemnified Party "INDEMNIFIED PARTY") shall be reduced (including, without limitation, retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in respect reduction of the related Claim Expense or Loss. If an Indemnified Party shall have received receives a payment (an Indemnity Payment "INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of a Claim any Expense or Loss and shall subsequently actually receive insurance proceeds receives Insurance Proceeds or the other amounts in respect of such Claim Expense or Loss, then such Indemnified Party shall pay to such the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such insurance proceeds Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously, in each case increased by any actual tax benefit derived by the Indemnified Party as a result of such payment (with such tax benefit determined pursuant to SECTION 10.5(d)). The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party 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.

Adjustment of Indemnifiable Losses. (a) The amount which that any ---------------------------------- Party (an "Indemnifying Party Party") is required to pay to any Person entitled to ------------------ indemnification hereunder (an "Indemnified Party Party") shall be reduced (including, ----------------- without limitation, retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in respect reduction of the related Claim Expense or Loss. If an Indemnified Party shall have received receives a payment (an "Indemnity Payment Payment") required by this Agreement from an Indemnifying Party in ----------------- respect of a Claim any Expense or Loss and shall subsequently actually receive insurance proceeds receives Insurance Proceeds or the other amounts in respect of such Claim Expense or Loss, then such Indemnified Party shall pay to such the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such insurance proceeds Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously, in each case increased by any actual tax benefit derived by the Indemnified Party as a result of such payment (with such tax benefit determined pursuant to Section 12.5(d)). The --------------- Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party 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.

Adjustment of Indemnifiable Losses. (a) The amount which an Indemnifying Party is required to pay to an Indemnified Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by such Indemnified Party in respect of the related Claim or Loss. If an Indemnified Party shall have received an Indemnity Payment in respect of a Claim or Loss and shall subsequently actually receive insurance proceeds or the other amounts in respect of such Claim or Loss, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the lesser of (1) the amount of such insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party 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.