Computation of Indemnity Payments. (a) The amount payable under this ARTICLE VI in respect of any Loss shall be calculated net of any insurance proceeds or other amounts under indemnification agreements with third parties received by the Indemnified Party on account thereof (net of any actual collection costs and reserves, deductibles, premium adjustment and retrospectively rated premiums).
Computation of Indemnity Payments. (a) The amount payable under this ARTICLE IX in respect of any Loss shall be calculated net of (A) any reserves set forth in the Post-Closing Statement (including the balance sheet delivered in connection therewith), and (B) any insurance proceeds or other amounts under indemnification agreements with third parties actually received by the Indemnitee on account thereof; provided in each case that the Indemnitee shall (and shall cause its Affiliates to) use commercially reasonable efforts to obtain such insurance (and other) recoveries; and provided further that the Company Indemnified Parties shall have no right to assert any claims under this ARTICLE IX with respect to any matters that would have been covered by insurance had the Company and the Company Subsidiaries maintained the same insurance coverage following the Closing that was maintained by the Company and the Company Subsidiaries (to the extent related to the Business) immediately prior to the Closing. To the extent the Loss (including any Tax) that gives rise to an indemnity payment pursuant to ARTICLE V or this ARTICLE IX is included in income, the indemnitor shall increase such indemnity payment to the applicable Indemnitee to compensate for any Tax detriment to the Indemnitee that is actually realized by it prior to the end of the close of the taxable year in which the fourth anniversary of such indemnity payment occurs (the aggregate of such indemnity payment and such increase, an “Indemnity Payment”). To the extent the Loss that gave rise to an Indemnity Payment results in a Tax benefit to the Indemnitee that is actually realized by it prior to the end of the close of the taxable year in which the fourth anniversary of such Indemnity Payment occurs, the Indemnitee shall remit to the applicable indemnitor such Tax benefit (determined on a with and without basis) (a “Tax Benefit Payment”); provided that in no event shall the cumulative Tax benefit remitted by the Indemnitee exceed the amount of the applicable Indemnity Payment. If any such Tax benefit is subsequently disallowed prior to the end of the close of the taxable year in which the fourth anniversary of such Tax Benefit Payment occurs, the applicable indemnitor shall make an appropriate reconciliation payment to the Indemnitee. Notwithstanding the foregoing provisions of this Section 9.5(a), if any cap described in Section 5.11 or 9.4(c), as the case may be, is applicable and has been met, no Tax Benefit Payment shall be required to b...
Computation of Indemnity Payments. (a) The amount payable under this ARTICLE VI in respect of any Loss shall be calculated net of any insurance proceeds or other amounts under indemnification agreements with third parties received by the Indemnified Party on account thereof (it being understood that, with respect to this, the amount of such insurance proceeds shall be reduced by any and all reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and the amount of any increased insurance premiums or other costs related to or arising from any related claims or awards) incurred by the Indemnified Parties in connection with the recovery or collection of such insurance proceeds; provided, however, that in each case the Indemnified Party shall (and shall cause its Affiliates to) use commercially reasonable efforts to obtain such insurance (and other) recoveries and provided, further, that Assignee Indemnified Parties shall have no right to assert any claims under this ARTICLE VI with respect to any matters that would have been covered by insurance had Assignee maintained for the benefit of the Assigned Rights, as applicable the same insurance coverage following the Closing that was in effect for the Assigned Rights immediately prior to the Closing.
Computation of Indemnity Payments. (a) The amount payable under this ARTICLE VIII in respect of any Loss shall be calculated net of (A) with respect to any Loss under Section 8.2(a) or Section 8.2(e), any reserves set forth in the Final Closing Statement (including the balance sheet delivered in connection therewith) that are taken into account in the determination of the Adjustment Amount and (B) any insurance proceeds or other amounts under indemnification agreements with third parties actually received by the Indemnitee on account thereof; provided in each case that the Indemnitee shall (and shall cause its Affiliates to) use commercially reasonable efforts to seek full recovery under all insurance policies and/or indemnification agreements covering any indemnifiable Loss to the same extent as the Indemnitee would if such Loss were not subject to indemnification under this Agreement. In the event that an insurance or other recovery is made at any time after an indemnification payment by the Indemnitor has been made with respect to any indemnified Loss, then, to the extent of the amount of such indemnification payment, a refund equal to the aggregate net amount of the recovery (less the costs of recovery to the Indemnitee) shall be made promptly to the Person or Persons that provided such indemnity payment to such Indemnitee. The party making any indemnification payment hereunder shall be subrogated to all rights of the Indemnitee in respect of any Losses indemnified by such party.
Computation of Indemnity Payments. (a) The amount payable under this ARTICLE IX in respect of any Loss and any amount payable in respect of any claim under ARTICLE V shall be calculated net of (A) any Tax Benefit actually realized by the Indemnitee (or any of its Affiliates) as of the time of payment or at any time thereafter on account of the event giving rise to such payment, (B) any related reserves set forth in the Audited Financial Statements in relation to breach of representations and warranties in ARTICLE II under ARTICLE IX only, which are set forth in
Computation of Indemnity Payments. The amount of any indemnification payable by the Indemnifying Party shall be (a) reduced by the amount of any Tax Savings realized by the Indemnified Party, and (b) increased by the amount of any federal or state income tax required to be paid by the Indemnified Party as a result of the accrual or receipt of any such indemnity payment. If, after the payment of any such indemnity amount, an Indemnified Party realizes a Tax Savings, such party shall promptly notify the Indemnifying Party of such Tax Savings, and shall pay promptly the amount thereof to the Indemnifying Party. Section 6.7
