Common use of Calculation of Indemnity Payments Clause in Contracts

Calculation of Indemnity Payments. (a) The amount of Losses for which the Indemnifying Party is otherwise entitled to indemnification pursuant to this Article 9 shall be reduced by (i) any and all amounts actually recovered by the Indemnified Party under applicable insurance policies (net of any increased premiums resulting from such Losses), (ii) any Tax benefit actually realized by any Indemnified Party (taking into account any Tax detriment, and measured on a with and without basis) as a result of such Loss in the taxable year in which such Loss is paid or incurred or any prior year and (iii) any and all amounts actually received by the Indemnified Party from any other Person in the form of an indemnity, contribution or other similar payment; provided that no Indemnified Party shall be under any obligation to seek recovery under any of its insurance policies or from any other third party prior to seeking recovery from the Indemnifying Party under this Article 9. If an Indemnified Party receives any amounts under applicable insurance policies, any such Tax benefit or from any other Person subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Indemnity Payments. The amount of any Loss for which indemnification is provided under this Article IX shall be (a) The amount net of Losses for which the Indemnifying Party is otherwise entitled to indemnification pursuant to this Article 9 shall be reduced by (i) any and all amounts actually recovered by the Indemnified Party under applicable insurance policies with respect to such Loss and (net b) reduced to take account of any increased premiums resulting from such Losses), (ii) any net Tax benefit actually realized by any Indemnified Party (taking into account any Tax detriment, and measured on a with and without basis) as a result of such Loss in the taxable year in which such Loss is paid or incurred or any prior year and (iii) any and all amounts actually received by the Indemnified Party arising from the incurrence or payment of any other Person in such indemnified amount. In computing the form amount of an indemnityany such Tax benefit, contribution or other similar payment; provided that no the Indemnified Party shall be under 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 amount. To the extent that the claim with respect to which an indemnity obligation arises and has been satisfied has not given rise to seek recovery under any of its insurance policies an actual net Tax benefit in a prior year or from any other third party prior in the year in which the indemnity payment is to seeking recovery from be made, but gives rise to an actual net Tax benefit with respect to the Indemnified Party in a later year, the Indemnified Party shall pay to the Indemnifying Party under this Article 9. If an the amount of such Tax benefit, but not in excess of the amount paid to or for the benefit of the Indemnified Party receives any amounts under applicable insurance policies, any such Tax benefit or from any other Person subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing respect of such indemnification up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountLoss.

Calculation of Indemnity Payments. (ai) Each Indemnified Party shall use its commercially reasonable efforts to pursue and collect on any recovery available under any insurance policies; provided, that no Indemnified Party shall be required to initiate a legal proceeding in connection with such efforts and the indemnifying Party’s obligations to indemnify hereunder shall not be delayed on account of such efforts subject to the provisions set forth below regarding subsequent recoveries. The amount of Losses for which the Indemnifying Party is otherwise entitled to indemnification pursuant to payable under this Article 9 IX by the indemnifying Party shall be reduced by (i) any and all amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any increased premiums resulting from such Losses), (ii) any Tax benefit actually realized actual costs incurred by any the Indemnified Party (taking into account any Tax detriment, and measured on a in connection with and without basis) such recovery or increases in insurance premiums paid by the Indemnified Party solely as a result of such Loss in the taxable year in which such Loss is paid or incurred or any prior year and (iii) any and all amounts actually received by the Indemnified Party from any other Person in the form of an indemnity, contribution or other similar payment; provided that no Indemnified Party shall be under any obligation to seek recovery under any of its insurance policies or from any other third party prior to seeking recovery from the Indemnifying Party under this Article 9recovery). If an the Indemnified Party receives any amounts under applicable insurance policies, any such Tax benefit policies or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying indemnifying Party for any payment made or expense incurred by such Indemnifying indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Indemnity Payments. (a) The amount of Losses any Loss for which the Indemnifying Party indemnification is otherwise entitled to indemnification pursuant to provided under this Article 9 IX or Article X shall be reduced by net of (ia) any and all amounts actually recovered by the Indemnified Party under applicable pursuant to any indemnification by, or indemnification agreement with, any third party (net of all costs and expenses reasonably and actually incurred by the Indemnified Party and its affiliates in seeking such recovery), and (b) any insurance policies proceeds (net of any increased premiums resulting from such Losses), (ii) any Tax benefit actually realized costs incurred by any the Indemnified Party (taking into account any Tax detriment, and measured on a with and without basis) as a result of such Loss in the taxable year in which claims, including any retroactive or prospective premium adjustments associated with such coverage) or other cash receipts or sources of reimbursement received as an offset against such Loss is paid or incurred or any prior year (such amounts actually recovered under (a) and (iiib), collectively, “Third Party Payments”). If an Indemnified Party recovers a Third Party Payment in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article IX, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) any of (A) (i) the amount paid by the Indemnifying Party in respect of such Losses plus (ii) the net amount of Third Party Payments (calculated and all amounts actually adjusted in accordance with this Section) received by the Indemnified Party from any other Person in respect thereof minus (B) the form full amount of an indemnity, contribution or other similar payment; provided that no Indemnified Party shall be under any obligation to seek recovery under any of its insurance policies or from any other third party prior to seeking recovery from the Indemnifying Party under this Article 9. If an Indemnified Party receives any amounts under applicable insurance policies, any such Tax benefit or from any other Person subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amountLosses.