Adjustments to Indemnification Payments. Any payment made by Seller to Buyer Indemnitees, on the one hand, or by Buyer to Seller Indemnitees, on the other hand, pursuant to this Article IX in respect of any claim shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim. The Indemnified Party shall use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Article IX; provided that the Indemnified Party shall not be obligated to make such an insurance claim if the Indemnified Party in its reasonable judgment believes that the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the claim for which the Indemnified Party is seeking indemnification.
Adjustments to Indemnification Payments. 39 ARTICLE X DEFINITIONS, MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 41
Adjustments to Indemnification Payments. Without limiting the obligations of the Indemnifying Party (as hereinafter defined) under this Agreement, (including the timely indemnification of the Indemnified Party), any amount payable by any Shareholder to any Buyer Indemnitee, on the one hand, or by Halter to any Shareholder, on the other hand, pursuant to this
Section 8.1 in respect of any Claim for indemnification hereunder shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim by any Buyer Indemnitee or by any Seller Indemnitee or by any consolidated, combined or unitary group of which such Buyer Indemnitee or Seller Indemnitee is a member. The Indemnified Party shall use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 8.1; provided that the Indemnified Party shall not be obligated to make such an insurance claim if the Indemnified Party in its reasonable judgment believes that the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, would exceed the value of the claim for which the Indemnified Party is seeking indemnification. In the event the Indemnified Party receives such insurance proceeds after being indemnified by the Indemnifying Party with respect to any Damage, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds (less attorney's fees and other expenses incurred in connection with such recovery) paid to the Indemnified Party.
Adjustments to Indemnification Payments. Any payment made by one Party to another Party pursuant to this Article VIII in respect of any claim (i) shall be net of any insurance proceeds realized by and paid to the indemnified Party in respect of such claim and (ii) shall be (A) reduced by an amount equal to any Tax benefits attributable to such claim and (B) increased by an amount equal to any Taxes attributable to the receipt of such payment, but only to the extent that such Tax benefits are actually realized, or such Taxes are actually paid, as the case may be, by Seller or by Buyer or by any consolidated, combined or unitary group of which Buyer or Seller is a member. The indemnified Party shall use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Article VIII; provided that the indemnified Party shall not be obligated to make such an insurance claim if the indemnified Party in its reasonable judgment believes that the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the indemnified Party, as the case may be, would exceed the value of the claim for which the indemnified Party is seeking indemnification.
Adjustments to Indemnification Payments. Any payment made to any Buyer Indemnified Party or any Seller Indemnified Party (each, an "indemnified party") pursuant to this Section 4 in respect of any claim will be net of any insurance proceeds realized by and paid to the indemnified party in respect of any such claim. The indemnified party will use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 4; PROVIDED, HOWEVER, that the indemnified party will not be obligated to make such an insurance claim if the indemnified party in its reasonable judgment believes the cost of pursuing such an insurance claim, together with any corresponding increase in insurance premiums or other chargebacks to the indemnified party, would exceed the value of the claim for which the indemnified party is seeking indemnification.
Adjustments to Indemnification Payments. Any payment made by one party to another party pursuant to this Section 14 in respect of any claim shall be net of (i) any tax benefit realized by such party as a result of such party’s deduction of such payment for federal and/or state income tax purposes, and (ii) any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim.
Adjustments to Indemnification Payments. Any payment made to any --------------------------------------- Telenetics Indemnified Party or any Seller Indemnified Party (each, an "indemnified party") pursuant to this Section 5 in respect of any claim will be ----------------- --------- net of any insurance proceeds realized by and paid to the indemnified party in respect of any such claim. The indemnified party will use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 5; provided, however, that the --------- indemnified party will not be obligated to make such an insurance claim if the indemnified party in its reasonable judgment believes the cost of pursuing such an insurance claim, together with any corresponding increase in insurance premiums or other chargebacks to the indemnified party, would exceed the value of the claim for which the indemnified party is seeking indemnification.
Adjustments to Indemnification Payments. Any payment made by the Shareholders to Acquiror Indemnitees, on the one hand, or by Acquiror to Shareholder Indemnitees, on the other hand, pursuant to this Article 6 in respect of any claim will be net of any insurance proceeds realized by and paid to the Indemnified Party or recovered from third parties in respect of such claim. The Indemnified Party will use its reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Article 6 or to pursue third party claims; provided that the Indemnified Party will not be obligated to make such an insurance claim if the Indemnified Party in its reasonable judgment believes that the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the claim for which the Indemnified Party is seeking indemnification.
Adjustments to Indemnification Payments. Any payment made by Seller to Buyer Indemnitees, on the one hand, or by Buyer to Seller, on the other hand, pursuant to this Article 10 in respect of any claim (i) shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim, (ii) shall be reduced by an amount equal to any Tax benefits attributable to such claim and (iii) shall be increased by an amount equal to any Taxes attributable to the receipt of such payment, but only to the extent that such Tax benefits are actually realized, or such Taxes are actually paid, as the case may be, by Seller or by Buyer or by any consolidated, combined or unitary group of which Buyer or Seller is a member. However, any taxes paid, as an adjustment pursuant to this Article 10 shall not be deemed a payment for purposes of this Section 10.
Adjustments to Indemnification Payments. All indemnification payments under Article VII shall be reduced by insurance proceeds actually received by the Indemnified Party (net of any costs to recover, increases to premiums, or other resulting costs). An Indemnified Party shall use commercially reasonable efforts to pursue available insurance claims to which it may be reasonably entitled in connection with any Indemnification Liabilities it incurs (which shall not include litigation), and the parties shall cooperate with each other in pursuing claims with respect to any Indemnification Liabilities.
