Common use of Calculation of Indemnification Amount Clause in Contracts

Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.03 shall, subject to Section 6.04(e), be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) taking into account any Tax Benefit (as defined in the Tax Matters Agreement) actually realized by the Indemnified Party (using the methodology set forth in Section 12(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) arising from the incurrence or payment of the relevant Losses. Subject to Section 6.04(e), if the Indemnified Party receives any amounts under applicable insurance policies from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such insurance policy or Person, as applicable. The Indemnifying Party shall not be liable for any Losses under Section 6.02 or Section 6.03 to the extent such Losses are punitive or exemplary damages (other than any such Losses actually paid to Third Parties).

Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.03 shall, subject to 7.01 or Section 6.04(e), 7.02 shall be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) taking into account any Tax Benefit (as defined in the Tax Matters Agreement) tax benefit actually realized and any tax cost incurred by the Indemnified Party (using the methodology set forth in Section 12(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) arising from the incurrence or payment of the relevant Losses. Subject Xxxxxx Xxxxxxx and Discover agree that, for federal income tax purposes, any payment made pursuant to Section 6.04(e)this Article 7 will be treated as an adjustment to the contributions to Discover, or, if appropriate, the distributions from Discover to MSDCI, occurring immediately prior to the Distribution. If the Indemnified Party receives any amounts under applicable insurance policies policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereofParty, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in respect thereof connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party from in collecting such insurance policy or Person, as applicableamount. The Indemnifying Party shall not be liable for any Losses under Section 6.02 7.01 or Section 6.03 7.02 to the extent such Losses they are special, indirect, incidental, consequential or punitive damages or exemplary damages (other than any such Losses actually paid to Third Parties)lost profits.

Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.03 shall, subject to 6.2 or Section 6.04(e), 6.3 shall be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Person Third Party alleged to be responsible therefor, and (ii) taking into account any Tax Benefit (as defined in the Tax Matters Agreement) tax benefit actually realized and any tax cost incurred by the Indemnified Party (using the methodology set forth in Section 12(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) arising from the incurrence or payment of the relevant Losses. Subject to Section 6.04(e), if If the Indemnified Party receives any amounts under applicable Third Party insurance policies policies, or from any other Person Third Party alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or PersonThird Party, as applicable. The Indemnifying Party shall not be liable for any Losses under Section 6.02 6.2 or Section 6.03 6.3 to the extent such Losses are special, indirect, incidental, consequential or punitive damages or exemplary damages lost profits (other than any such Losses actually paid to Third Parties).

Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.02 or Section 6.03 shall, subject to Section 6.04(e), shall be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable Third Party insurance policies or from any other Person Third Party alleged to be responsible therefor, and (ii) taking into account any Tax Benefit (as defined in the Tax Matters Agreement) tax benefit actually realized and any tax cost incurred by the Indemnified Party (using the methodology set forth in Section 12(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) arising from the incurrence or payment of the relevant Losses. Subject Xxxxxx Oil and Xxxxxx USA agree that, for federal income tax purposes, any payment made pursuant to Section 6.04(e)this Article 6 will be treated as an adjustment to the contributions to and distributions by MOUSA, if as applicable, occurring immediately prior to the Distribution. If the Indemnified Party receives any amounts under applicable Third Party insurance policies policies, or from any other Person Third Party alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or PersonThird Party, as applicable. The Indemnifying Party shall not be liable for any Losses under Section 6.02 or Section 6.03 to the extent such Losses are special, indirect, incidental, consequential or punitive damages or exemplary damages lost profits (other than any such Losses actually paid to Third Parties).

Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 6.03 shall, subject to 7.01 or Section 6.04(e), 7.02 shall be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) taking into account any Tax Benefit (as defined in the Tax Matters Agreement) tax benefit actually realized and any tax cost incurred by the Indemnified Party (using the methodology set forth in Section 12(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) arising from the incurrence or payment of the relevant Losses. Subject to Section 6.04(e), if If the Indemnified Party receives any amounts under applicable insurance policies policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party in respect thereofParty, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in respect thereof connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party from in collecting such insurance policy or Person, as applicableamount. The Indemnifying Party shall not be liable for any Losses under Section 6.02 7.01 or Section 6.03 7.02 to the extent such Losses they are special, indirect, incidental, consequential or punitive damages or exemplary damages (other than any such Losses actually paid to Third Parties)lost profits.