Adjustments for Insurance Proceeds. The amount of any Loss entitling a party to indemnification under this ARTICLE VIII shall be reduced by the amount of any insurance proceeds recovered by the Indemnified Party for such Loss, net of all costs and expenses incurred in collecting such insurance proceeds (including, without limitation, reasonable attorneys’ fees). Nothing in this Section 8.3 shall be deemed to obligate any person to maintain any insurance or to pursue any claim against any insurer or third party.
Adjustments for Insurance Proceeds. The amount of any Loss entitling a party to indemnification under this ARTICLE VIII shall be reduced by (i) the amount of any insurance proceeds recovered by the Indemnified Party for such Loss, net of all costs and expenses incurred in collecting such insurance proceeds (including, without limitation, reasonable attorneys’ fees), and (ii) the net amount of any Tax Benefits associated with such recovery. As used herein, “Tax Benefits” means the amount by which the Tax liability of the Indemnified Party or any of its Affiliates for a taxable period is actually reduced (including, without limitation, by deduction, reduction in income upon a sale, disposition or other similar transaction as a result of increased tax basis, receipt of a refund of Taxes or use of a credit of Taxes) plus any related interest (net of Taxes payable thereon) received from the relevant Tax authority, as a result of the incurrence, accrual or payment of any Loss or Tax with respect to which the indemnification payment is being made. Tax Benefits realized in a taxable period subsequent to the period in which the related indemnification payment is made shall not be taken into account in computing such payment; instead the Indemnified Party will pay over to the Indemnifying Party the amounts of such Tax Benefits as and when they are actually realized; provided the aggregate amount required to be so paid over to the Indemnified Party shall not exceed the amount of the indemnification payment made by it. The Indemnified Party will provide the Indemnifying Party with sufficient documentation each year (which requirement may be satisfied by a certification of such party’s tax manager or other knowledgeable officer) confirming the amount of Tax Benefits realized in such year. If the amount to be netted under this paragraph from any payment required under this ARTICLE VIII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this ARTICLE VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this ARTICLE VIII had such determination been made at the time of such payment. Nothing in this Section 8.3 shall be deemed to obligate any person to maintain any insurance or to pursue any claim against any insurer or third party.
Adjustments for Insurance Proceeds. If Losses by an Indemnified Party are covered by an insurance policy or by an indemnification or reimbursement obligation of another Person, the Indemnified Party shall use commercially reasonable efforts to collect insurance or indemnity or reimbursement payments with respect thereto. If the Indemnified Party recovers such insurance proceeds or indemnity or reimbursement payments prior to being indemnified and held harmless by the Indemnifying Party with respect to such Losses, the payment made by the Indemnifying Party with respect to such Losses shall be reduced by the net amount of insurance proceeds or indemnity or reimbursement payments received by the Indemnified Party, less reasonable attorneys' fees and other expenses incurred by the Indemnified Party in connection with such recovery. If the Indemnified Party recovers such insurance proceeds or indemnity or reimbursement payments after being indemnified and held harmless by the Indemnifying Party with respect to such Losses, the Indemnified Party shall, within 30 days of receipt thereof, pay to the Indemnifying Party the net amount of insurance proceeds or indemnity or reimbursement payments (less reasonable attorney's fees and other expenses incurred in connection with such recovery) received by the Indemnified Party.
Adjustments for Insurance Proceeds. Nothing in this Section 8.4 shall be deemed to obligate any person to maintain any insurance or to pursue any claim against any insurer or third party.
Adjustments for Insurance Proceeds. The amount of any Loss entitling a party to indemnification under this Article V shall be reduced by the amount of any insurance proceeds recovered by the Indemnified Party for such Loss, net of all costs and expenses incurred in collecting such insurance proceeds (including, without limitation, reasonable attorneys' fees). Nothing in this Section 5.5 shall be deemed to obligate any person to maintain any insurance or, except as set forth in the following sentence, to pursue any claim against any insurer or third party. Buyer shall use its reasonable commercial efforts to pursue any reasonable, material claim against its then-existing insurers to the extent the proceeds to be received from such claim would offset the amount of any Loss recovered by Buyer against any Seller; provided that Sellers shall not have any right to delay payment of any indemnification obligation hereunder in the event Buyer has made, or intends to make, a claim against its insurers in connection with the Loss associated with such obligation.
Adjustments for Insurance Proceeds. If Losses by an Indemnified Party are covered by an insurance policy or by an indemnification or reimbursement obligation of another Person, the Indemnified Party shall use commercially reasonable efforts to collect insurance or indemnity or reimbursement payments with respect thereto.
Adjustments for Insurance Proceeds. Any claim for indemnity pursuant to this Section 10 shall be reduced by any insurance proceeds actually received or receivable by the Indemnitee.
