Common use of Calculation of Indemnity Payments Clause in Contracts

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”) agrees to use all commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that the Indemnitee shall not be obligated to make such insurance claim if the cost of pursuing such insurance claim together with any corresponding increase in insurance premiums or other chargebacks would exceed the value of the claim for which the Indemnitee is seeking indemnification. The amount of Losses payable under this Article XI by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) shall be reduced by any and all amounts actually received by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”a) The Indemnitee agrees to use all its commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; providedprovided that there shall be no obligation to make a claim, howeverand no offset against Losses shall be made, for claims that the Buyer may make under a representations and warranties insurance policy or an environmental liability insurance policy. The Indemnitor agrees that the Indemnitee shall not be obligated have no obligation to make maintain insurance other than against such insurance claim if losses and risks and in such amounts as are customary in the cost type and size of pursuing such insurance claim together with any corresponding increase in insurance premiums or other chargebacks would exceed the value of the claim for business to which the Indemnitee is seeking indemnificationengaged. The amount of Losses payable under this Article XI by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) Indemnitor shall be reduced by any and all amounts actually received by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”a) agrees to Each Indemnitee shall use all its commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that no delay or failure on the part of such Indemnitee to pursue and collect on any such insurance policy shall not be obligated limit the Indemnitee’s ability to make such insurance a claim if the cost of pursuing such insurance claim together with indemnification hereunder or otherwise relieve any corresponding increase in insurance premiums or other chargebacks would exceed the value of the claim for which the Indemnitee is seeking indemnificationIndemnitor from its obligations under this Article IX. The amount of Losses payable under this Article XI IX by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) Indemnitor shall be reduced by any and all amounts actually received recovered by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefortherefor (net of any actual costs incurred by the Indemnitee in connection with such recovery or increases in insurance premiums paid by the Indemnitee solely as a result of such recovery). If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”a) agrees to Each Indemnitee shall use all its commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that the Indemnitee shall not be obligated to make such insurance claim if the cost of pursuing such insurance claim together with any corresponding increase in insurance premiums or other chargebacks would exceed the value of the claim for which the Indemnitee is seeking indemnification. The amount of Losses payable under this Article XI ARTICLE VIII by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) Indemnitor shall be reduced by any and all amounts actually received recovered by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefortherefor (net of any expenses incurred by or on behalf of such Indemnitee in collecting such amounts, including any increase of any premiums as a result thereof). If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount, including any increases in any premiums as a result thereof.

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”a) The Indemnitee agrees to use all its commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that the Indemnitee shall not be obligated to make such insurance claim if the cost of pursuing such insurance claim together with any corresponding increase in insurance premiums or other chargebacks would exceed the value of the claim for which the Indemnitee is seeking indemnification. The amount of Losses payable under this Article XI by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) Indemnitor shall be reduced by any and all amounts actually received recovered by the Indemnitee under applicable insurance policies (net of any retroactive premium increases) or from any other Person alleged responsible therefor and the Buyer (on behalf of itself and each of the Buyer Indemnitees) and each of the Seller (each on behalf of itself and each of the applicable Seller Indemnitees) hereby waives any subrogation rights under the applicable insurance policies with respect to be responsible thereforsuch recovered amounts. If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount.

Calculation of Indemnity Payments. Any Person seeking (a) All Losses for which any Indemnitee would otherwise be entitled to indemnification under this Article XI (VIII will be reduced by the “net amount of insurance proceeds, indemnification payments and other third-party recoveries actually received by any Indemnitee in respect of any Losses incurred by such Indemnitee”) agrees . In the event any Indemnitee or any of its Affiliates is entitled to use all commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that the Indemnitee shall not be obligated to make such insurance claim if the cost proceeds in respect of pursuing such insurance claim together with any corresponding increase in insurance premiums Losses (or other chargebacks would exceed the value any of the claim circumstances giving rise thereto) for which the such Indemnitee is seeking indemnification. The amount of Losses payable under this Article XI by any Person from which any Indemnitee is seeking entitled to indemnification pursuant to this Article XI (the “Indemnitor”) shall be reduced by any and all amounts actually received by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any LossesVIII, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse use its commercially reasonable efforts to obtain, receive or realize such proceeds. In the Indemnitor for event that any payment made insurance proceeds, indemnification payments or expense incurred other third-party recoveries not previously taken into account are obtained by such Indemnitor in connection with providing such indemnification up a Indemnitee subsequent to the amount received by the Indemnitee, net of any expenses incurred receipt by such Indemnitee of any indemnification payment hereunder in collecting respect of the claims to which such amountinsurance proceeds, indemnification payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnitee of all or the relevant portion of such recovery to the relevant Indemnitor. The Parties acknowledge and agree that the terms of this Agreement shall not preclude the applicability of any otherwise applicable common law duty to mitigate Losses.

Calculation of Indemnity Payments. Any Person seeking indemnification under this Article XI (the “Indemnitee”) agrees to use all its commercially reasonable efforts to pursue and collect on any material recovery available under any insurance policies; provided, however, that the Indemnitee shall not be obligated to make such insurance claim if the cost of pursuing such insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Parent would exceed the value of the claim for which the Indemnitee is seeking indemnification. The amount of Losses payable under this Article XI by any Person from which any Indemnitee is seeking indemnification pursuant to this Article XI (the “Indemnitor”) shall be reduced by any and all amounts actually received by the Indemnitee under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnitee actually receives any amounts under applicable insurance policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnitor, then such Indemnitee shall promptly reimburse the Indemnitor for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the Indemnitee, net of any expenses incurred by such Indemnitee in collecting such amount. The amount of Losses incurred by an Indemnitee with respect to an item shall be reduced by the amount of any income Tax benefit actually received by an Indemnitee with respect to such Losses.