Calculation of Losses; Mitigation. (a) The amount of any Loss (including a Tax) for which indemnification is provided under this Article VIII shall be (i) net of any amounts recovered by the indemnified party under insurance policies or otherwise with respect to such Loss (including a Tax) (after taking into account costs of collection and any increase in premium) and (ii) reduced or offset by any Tax deductions, credits or similar attributes arising as a result of such Loss actually realized by the Group Companies or its Affiliates in the year in which the loss occurred (calculated on a “with or without” basis). The amount of the Loss (including a Tax) arising out of any item included as a liability in calculating Closing Working Capital or Closing Indebtedness, if any, shall be calculated net of the amount so included.
Calculation of Losses; Mitigation. (a) The amount of any Loss (or Tax) for which indemnification is provided under this Article VI shall be net of any amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Loss (or Tax) (net of the reasonable, out-of-pocket costs of investigation and collection) and shall be reduced to take account of any Tax benefit actually realized as a result of the incurrence or payment of the applicable Loss (or Tax) as a reduction in cash Taxes paid by the indemnified party (or, in the case of Purchaser, any Group Company) in the taxable year in which the applicable Loss (or Tax) is incurred and increased to take account of any Tax cost incurred by the indemnified party as a result of the receipt of any indemnification payment hereunder, determined on a with and without basis. The amount of the Loss (or Tax) arising out of any item included as a liability in calculating Closing Working Capital, if any, shall be calculated net of the amount so included. To the extent that any amount is recovered by any indemnified party under an insurance policy or any other source of indemnification is realized after the date that an indemnity payment is made hereunder, then such indemnified party shall pay to the indemnifying party such amounts (net of associated reasonable out-of-pocket costs) no later than five days after such proceeds are received (but not to exceed the amount of the indemnity payment).
Calculation of Losses; Mitigation. An Indemnified Party shall not be entitled to double recovery for any Losses. In calculating amounts payable to an Indemnified Party hereunder, the amount of any indemnified Loss shall not be duplicative of any other Loss for which an indemnification claim has been made. If an Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to Section 9.2 or Section 9.3 and the Indemnified Party could have recovered all or a part of such Losses from a Third Party (excluding any insurance company of such Party) based on the underlying claim asserted against the Indemnifying Party, the Indemnified Party shall assign such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from the Third Party the amount of such payment; provided that to the extent any insurance recovery is actually received by the Indemnified Party or its Affiliates from any Third Party with respect to such Losses, then a refund equal to the aggregate amount of recovery net of the Indemnified Party’s reasonable out-of-pocket expenses relating to such recovery shall be made promptly to the Indemnifying Party; provided that any increase in the Indemnified Party’s insurance premium resulting from the making of such claim shall also be taken into account in the calculation of such refund.
Calculation of Losses; Mitigation. For purposes of determining the amount of any Losses subject to indemnification under this Article IX, the amount of such Losses will be determined net of (a) all related reserves properly accrued and directly related to the specific matter subject of indemnification on the Balance Sheet or reflected in the Final Working Capital Amount and (b) the difference of (i) any amounts recovered by the Indemnified Party under insurance policies with respect to such Losses minus (ii) the total of the cost of such recovery and the reasonably expected increased cost of premiums for the insurance policy under which the Indemnified Party recovered.
Calculation of Losses; Mitigation. (a) The amount of any Loss (including with respect to applicable Tax) for which indemnification is provided under this Article VIII shall be net of any amounts recovered by the indemnified party under insurance policies or otherwise with respect to such Loss (including a Tax) (after taking into account costs of collection, incremental Taxes actually incurred on receipt of insurance proceeds) and any increase in premium.
Calculation of Losses; Mitigation. (a) The amount of any Loss for which indemnification is provided under this Article VIII or Section 5.07(a) shall be (i) net of any amounts recovered by the indemnified party under insurance policies or otherwise with respect to such Loss (after taking into account costs of collection and any increase in premium) and (ii) reduced or offset by any Tax deductions, credits or similar attributes actually realized by any Purchaser Indemnitee as a result of such Loss in the taxable year in which such Loss occurred. The amount of the Loss arising out of any item included as a liability in calculating Closing Working Capital, Closing Indebtedness, if any, shall be calculated net of the amount so included.
Calculation of Losses; Mitigation. (a) For purposes of determining the amount of any Losses subject to indemnification under this ARTICLE X, the amount of such Losses will be determined net of (a) all related reserves properly accrued and directly related to the specific matter subject of indemnification on the Company Balance Sheet or reflected in the Final Amounts and (b) the difference of (i) any amounts actually recovered by the Buyer Indemnified Party under insurance policies or under any third-party contracts listed on Section 10.5 of the Seller Disclosure Schedule (“Collateral Sources”) with respect to such Losses minus (ii) the total of the cost of such recovery and, if applicable, the reasonably expected increased cost of premiums for the insurance policy under which the Buyer Indemnified Party recovered.
Calculation of Losses; Mitigation. (a) For the purposes of calculating the amount of Losses pursuant to Section 9.2(a)(i), the representations and warranties in this Agreement (and the representations, warranties and certifications in any certificate or document delivered pursuant to this Agreement) shall be read without any materiality (including the word “material”), Material Adverse Effect or similar qualifiers.
Calculation of Losses; Mitigation. (a) Notwithstanding anything to the contrary set forth herein:
Calculation of Losses; Mitigation. (a) The amount of Losses otherwise eligible for indemnification under this Article VII shall be reduced by (i) any insurance proceeds actually received by the Indemnified Party (or any of its Affiliates) with respect to such Losses, (ii) any net Tax benefit that the Indemnified Party actually realizes as a result of the incurrence of such Losses, and (iii) any actual recovery from third Persons (less the fees and expenses incurred to obtain such proceeds). Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party’s payment).
