Calculation of Indemnification Payments. The amount which any Indemnifying Party is required to pay to any Indemnified Party pursuant to this Agreement shall be reduced (including, but not limited to, retroactively) by any recovery, judgment, settlement or other amounts actually recovered, including insurance proceeds, by such Indemnified Party with respect to such liabilities. If an Indemnified Party shall have received payment with respect to liabilities and shall subsequently actually receive a recovery, judgment, settlement or other amount with respect to such liabilities, then such Indemnified Party shall promptly, but in no event later than fifteen (15) Business Days after such recovery, judgment, settlement or other amount actually received, pay to such Indemnifying Party a sum equal to the lesser of (i) the amount of such recovery, judgment, settlement or other amount actually received or (ii) the amount of payments actually received previously in respect of such Loss.
Calculation of Indemnification Payments. (a) The amount of any Losses payable under this Article 6 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies in respect of such Loss, in each case net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations, increases in premiums or premium adjustments, deductibles incurred or other obligations associated therewith and (ii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or in connection with the incurrence of the Losses for which indemnity is sought or the payment of any such Loss, in each case in any Tax year in which or prior to which such Loss was incurred, or in the immediately succeeding Tax year. If the Indemnified Party actually receives any amounts under applicable insurance policies with respect to such Loss, or actually realizes a Tax benefit in any Tax year referenced in (i) subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations associated therewith. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year).
Calculation of Indemnification Payments. The amount of any indemnification payment otherwise payable by Executive under this Agreement shall be reduced by the amount of the net tax benefit, if any, actually realized in the tax year in which Executive’s indemnification obligation arises (or in any prior tax year) by the Company or a member of the Company Group in connection with the liability giving rise to such indemnification payment and the payment of the indemnification obligation by Executive.
Calculation of Indemnification Payments. (a) Subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, Buyer may elect, in its sole discretion, to recover a portion or all of, any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 by reducing any Earnout Payments otherwise payable hereunder before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the purchase price and as payment of such Earnout Payments, as applicable.
Calculation of Indemnification Payments. (a) If any Purchaser Indemnified Party is entitled to indemnification pursuant to this Article XI, subject to the applicable limitations contained in this Article XI, including those contained in Section 11.4, the Losses indemnifiable thereunder shall be satisfied first from the Seller Parent Letter of Credit, and, to the extent the funds available under the Seller Parent Letter of Credit are not sufficient, Seller and/or Seller Parent shall pay such amounts directly to such Purchaser Indemnified Party (or its designee) by wire transfer of immediately available funds within five (5) Business Days after the final determination hereof to an account designated by the applicable Purchaser Indemnified Party.
Calculation of Indemnification Payments. (a) The amount of Losses for which indemnification is provided under this Article IX shall be net of (i) any amounts actually recovered by an Indemnified Party and its Affiliates from a third party (including any insurer) whether by way of payment, credit, off-set, counterclaim, indemnification, contribution or otherwise and (ii) the amount of any Tax benefit actually received by an Indemnified Party or its Affiliates with respect to any Applicable Taxable Year in connection with the accrual, incurrence or payment of any such Losses (including any reduction in Taxes actually payable or any increase in Tax refunds due). Each party agrees to use reasonable best efforts to make any claims for insurance and/or indemnification, or contribution available from any third party(ies) with respect to any Losses for which it elects to seek indemnification hereunder and to diligently pursue such claims in good faith. If any such insurance proceeds and/or other amounts are received by an Indemnified Party after the Indemnifying Party pays any amount pursuant to this Article IX, such Indemnified Party shall promptly repay to the Indemnifying Party the amount such Indemnifying Party would not have had to pay pursuant to this Article IX, had such insurance proceeds and/or other amounts been received by such Indemnified Party or its Affiliates prior to such payment by the Indemnifying Party under this Article IX.
Calculation of Indemnification Payments. Payments by an Indemnifying Party pursuant to Section 9.2 in respect of any Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds actually received by the Indemnified Party with respect thereto net of costs and expenses of enforcement and collection, deductibles and retro-premium adjustments (if applicable), and any indemnity, contribution or other similar payment actually received by the Indemnified Party net of costs and expenses of enforcement and collection, deductibles and retro-premium adjustments (if applicable) from a third party in respect of any such claim. Promptly, but in any event not later than thirty (30) days, after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party in an amount equal the lesser of (x) the amount paid by the Indemnifying Party in respect of such Losses and (y) the excess (if any) of (a) the amount paid by the Indemnifying Party in respect of such Losses, plus the amount received from the third party in respect thereof, less (b) the full amount of Losses in respect of such claim.
Calculation of Indemnification Payments. The amount which any Indemnifying Party is required to pay to any Indemnified Party pursuant to this Agreement shall be reduced (including, but not limited to, retroactively) by any recovery, judgment, settlement or other amounts actually recovered, including insurance proceeds, by such Indemnified Party with respect to such liabilities.
