Adjustments to Losses. (a) In calculating the amount of any loss, the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person, in each case relating to any claim for indemnification pursuant to Section 12.2, net of any actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted, except to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such loss. In the event that an Indemnified Party has any rights against a third party with respect to any occurrence, claim or loss that results in a payment by an Indemnifying Party under this Article 12, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided that until the Indemnified Party recovers full payment of the loss related to any such claim, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby expressly made subordinate and subject in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.
(b) If an Indemnified Party recovers an amount from a third party in respect of a loss that is the subject of indemnification hereunder after all or a portion of such loss has been paid by an Indemnifying Party pursuant to this Article 12, the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such loss, plus the amount received from the third party in respect thereof, less (ii) the full amount of loss.
(c) Indemnified losses to any Indemnified Party hereunder shall be determined net of the amount of any Tax benefit actually recognized in cash by the Indemnified Party in connection with such indemnified loss or any of the circumstances giving rise thereto.
Adjustments to Losses. (a) In calculating the amount of any Loss, the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person in each case relating to the Third-Party Claim, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds, shall be deducted. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.
Adjustments to Losses. (a) In calculating the amount of any Loss, the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person in each case relating to the Third-Party Claim, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds, shall be deducted. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.
(b) In calculating the amount of any Loss, there shall be deducted an amount equal to any net Tax benefit actually realized (including the utilization of a Tax loss or Tax credit carried forward) as a result of such Loss by the party claiming such Loss, and there shall be added an amount equal to any actual net Tax detriment resulting from such Loss.
Adjustments to Losses. The amount of any Loss entitling a party to indemnification under this section 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).
Adjustments to Losses. The amount of any Losses for which indemnification is provided under this Article 11 (including the obligation of Times Mirror to advance payment to Parent for the payment of the Performance Cycle Amount pursuant to Section 10.3(b)) shall be reduced by any amounts recovered or recoverable by the indemnified party under insurance policies with respect to such Losses. Furthermore, the amount of any Losses and the obligation of Times Mirror to advance payment to Parent for the payment of the Performance Cycle Amount pursuant to Section 10.3(b) shall be (a) increased to take account of any Tax cost incurred by the indemnified party by reason of the receipt of the indemnity payment (grossed-up for such increase) and (b) reduced to take account of any Tax benefit actually realized by the indemnified party in respect of the taxable year in which the Loss is incurred or paid and, with respect to a Tax benefit arising in a year subsequent to the year in which the Loss is paid or incurred, the indemnified party shall pay to the indemnifying party the amount of such Tax benefit when such Tax Benefit is actually realized. In computing the amount of any such Tax cost or Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified loss, liability, claim, damage or expense.
Adjustments to Losses. (a) In the event that an Indemnified Party has any rights against a third party with respect to any occurrence, claim or loss that results in a payment by an Indemnifying Party under this Article VII, such Indemnifying Party shall be subrogated to such rights to the extent of such payment. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.
(b) In calculating the amount of any Loss for which either party is entitled to indemnification hereunder, to the extent such Loss is otherwise recovered by a party pursuant to other terms of this Agreement or any Ancillary Agreement, it shall be deducted from the amount owed in order to prevent the same amount from being paid more than once.
Adjustments to Losses. (a) Notwithstanding anything to the contrary herein, no Buyer Indemnified Party shall have any right to indemnification under this Article VIII with respect to any Losses to the extent such Losses would constitute a double-recovery of the same Loss for the Buyer Indemnified Parties.
(b) For all purposes of Section 8.3 and Section 8.4, “Losses” shall be net of any amounts actually paid (and such netting shall only become effective upon receipt of any such payment) to an Indemnified Party under any insurance policy or indemnity, contribution or similar payment pursuant to a Contract, net of costs of collection and increases in premiums in connection with the facts giving rise to the right of indemnification hereunder. Each Indemnified Party shall use commercially reasonable efforts to recover any amounts payable under any insurance policy or indemnity, contribution or similar Contract; provided that any failure to recover such amounts shall not reduce such Indemnified Party’s Losses hereunder. If an Indemnified Party receives such an amount from such insurance proceeds, indemnity, contribution or other similar payment in respect of a Loss subject to indemnification hereunder and all or a portion of such Loss has been paid by or at the direction of the Indemnifying Party hereunder, the Indemnified Party shall promptly remit such amount recovered to the Indemnifying Party.
Adjustments to Losses. (a) For all purposes of this Article IX, “Losses” shall be net of any amounts paid to an Indemnified Party under any insurance policy or Contract in connection with the facts giving rise to the right of indemnification hereunder; provided, that the amount deemed to be paid under such insurance policies shall be net of (i) the deductible for such policies and (ii) any increase in the premium for such policies arising from such Losses; provided, further, that notwithstanding anything in this Agreement to the contrary, for purposes of determining the amount of Losses (but not for purposes of determining the existence of a breach or inaccuracy in a representation or warranty) with respect to indemnification obligations under this Article IX, all of the representations and warranties set forth in this Agreement that are qualified as to “material,” “materiality,” “Material Adverse Effect” or words or similar import or effect shall be deemed to have been made without any such qualification.
Adjustments to Losses. In calculating the amount of any Loss for which either party is entitled to indemnification hereunder, to the extent such Loss is otherwise recovered by a party pursuant to other terms of this Agreement, the amount of such recovery shall be deducted from the amount owed in order to prevent the same amount from being paid more than once.
Adjustments to Losses. (a) In calculating the amount of any Loss, the economic benefit (if any) obtained or to be obtained in connection with any Loss (including amounts recovered under insurance policies net of deductibles, recovery by setoffs or counterclaims, and other economic benefits), shall be deducted. Without limiting the generality or effect of any other provision hereof, each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in the prosecution of such claims.
(b) In calculating the amount of any Loss, there shall be deducted an amount equal to any net Tax benefit actually realized (assumed for these purposes to be equal to 35% of any net Tax benefit available) as a result of such Loss by the party claiming such Loss.
