Adjustment of Liability. The amount which an Indemnitee shall be entitled to receive from an Indemnitor with respect to any indemnifiable Losses under this Article 8 shall be net of any insurance recovery by the Indemnitee on account of such Losses from an unaffiliated party.
Adjustment of Liability. Any indemnifiable Loss under this Section 4 shall be reduced by any tax benefit accruing to the indemnified party on account of the indemnification payment and by the amounts actually recovered by the indemnified party from its insurance carriers in respect of such Loss, and any amounts recovered by such party subsequent to the payment by the indemnifying party hereunder with respect to the same claim shall be remitted to such indemnifying party, except that such remittance shall not exceed the amount of the indemnification payment made by such indemnifying party.
Adjustment of Liability. The amount which an Indemnitee shall be entitled to receive from an Indemnitor with respect to a Loss under this Article 11 shall be net of any insurance recovery by the Indemnitee on account of such Loss from an unaffiliated party. Any tax benefit actually realized by an Indemnitee on account of a Loss that is fully indemnified by an Indemnitor shall be paid to the Indemnitor when and if such benefit is actually realized and then only to the extent such benefit is attributable to the indemnified portion of the Loss. The benefit actually realized shall be based on the Federal Tax Returns of the Indemnitee and any benefit shall not be considered realized unless and until the Tax Return reflecting such benefit is filed. To the extent such benefit is disallowed or reduced in connection with any audit, the Indemnitor shall promptly refund the amount of the benefit so disallowed or reduced.
Adjustment of Liability. In the event an Indemnitor is required to make any payment under this Article IX in respect of any damages, liability, obligation, loss, claim, or other amount indemnified hereunder, such Indemnitor shall pay the Indemnitee an amount (the "Adjusted Amount") which is equal to the sum of (i) the amount of such damages, liability, obligation, loss, claim or other amount, minus (ii) the amount of any insurance proceeds the Indemnitee actually receives with respect thereto, minus (iii) any third party payments actually received by the Indemnitee with respect to such damages, liability, obligation, loss, claim or other amount after demand or notice to such third party from the Indemnitor (with the consent of the Indemnitee which will not be unreasonably withheld), plus (iv) the amount of the Net Tax Liability. "Net Tax Liability" shall be equal to the amount, if any, by which, the sum of all federal, state, and local taxes, if any, required to be paid by such Indemnitee in respect of the receipt or accrual of the Adjusted Amount exceeds the sum of (a) the value of any reduction in taxes of such Indemnitee by reason of deductions, credits or allowances in respect of the payment or accrual of the damages, liability, obligation, loss, claim or other amount included in clause (i) above recognized by such Indemnitee in the same year in which the taxes in respect of the receipt or accrual by such Indemnitee of the Adjusted Amount would be payable and (b) the net present value of any reduction in taxes of such Indemnitee by reason of deductions, credits or allowances in respect of the payment or accrual of the damages, liability, obligation, loss, claim or other amount included in clause (i) above recognized by such Indemnitee in years thereafter. The net present value of any such reduction in taxes shall be determined by discounting the amount of such reduction in taxes semi-annually from the date such tax saving is recognized or reasonably expected to be recognized (which shall be deemed to be the date the applicable tax return on which such tax saving would be properly reflected is due, without extensions) to the date of payment of the applicable indemnity by such Indemnitor, applying a discount factor equal to the interest rate federal income tax deficiencies in effect at the time of such adjustment. For purposes of determining the amount of any taxes required to be paid and any tax savings recognized or reasonably expected to be recognized by such Indemnitee hereu...
Adjustment of Liability. The amount which an Indemnitee shall be entitled to receive from an Indemnitor with respect to any Damages under this Article VI shall be net of any insurance recovery by an Indemnitee on account of such Damages from an unaffiliated party.
Adjustment of Liability. The amount which an indemnitee shall be entitled to receive from an indemnitor with respect to a loss under this Article 10 shall be net of any insurance recovery by the indemnitee on account of such loss from an unaffiliated party and the indemnitor shall be subrogated to the rights of the indemnitee with respect to any such loss.
Adjustment of Liability. In determining the amount of any Loss for which any party is entitled to indemnification under this Article 8, the gross amount thereof (a) will be reduced by any insurance proceeds realized or to be realized by such party, and such correlative insurance benefit of such claim and (b) will be increased by (i) to the extent such payment is based on amounts paid by the Indemnitor, interest on such amount at the rate quoted from time to time on London Interbank Market for 30 day borrowings, plus 1 1/2 % from the date such payment is made until payment is made as required hereunder and (ii) to the extent such payment is based on Losses incurred by the Indemnitee, interest on such amount at the rate quoted from time to time on the London Interbank Market for 30 day borrowings, plus 1 1/2 % from the date of the Loss until payment is made as required hereunder.
Adjustment of Liability. Any indemnifiable Loss under this Section 9 shall be reduced by any tax benefit accruing to the indemnified party on account of the indemnification payment and by the amounts actually recovered by the indemnified party from its insurance carriers in respect of such Loss, and any amounts recovered by such party subsequent to the payment by the indemnifying party hereunder with respect to the same claim shall be remitted to such indemnifying party, except that such remittance shall not exceed the amount of the indemnification payment made by such indemnifying party.
Adjustment of Liability. 26 ARTICLE 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 NATURE OF STATEMENTS AND SURVIVAL OF COVENANTS, REPRESENTATIONS,WARRANTIES AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Adjustment of Liability. 48 10.7 Exclusive Remedy....................................... 46 Article XI - Miscellaneous.......................................... 47
