Common use of Computation of Indemnity Payments Clause in Contracts

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 VI Article IX in respect of any Loss shall be calculated net of (i) any Tax Benefit actually realized by the Indemnified Party for the taxable year in which such Loss was incurred, (ii) any specific reserves set forth in the Final Closing Statement with respect to such Loss and (iii) any insurance proceeds or other amounts under indemnification agreements with third parties actually received by the Indemnified Party on account thereof under insurance policies in place prior to the Closing and for which premium payments have all been made prior to the Closing (it being understood that, that with respect to thisthis clause (iii), the amount of such insurance proceeds shall be reduced by any and all reasonable out-of-pocket costs costs, deductible amounts and other related unindemnified amounts, increases in premiums, Taxes 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 awardsfees) incurred by the Indemnified Parties in connection with the recovery or collection of such insurance proceeds; provided(the amount referred to in clause (iii) the “Offsetting Amount”). As used in this Section 9.5(a), however, that “Tax Benefit” shall include any refund of Taxes paid or reduction 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 amount of Taxes which otherwise would have been covered paid due to a deduction, credit or other Tax benefit or allowance arising by insurance had Assignee maintained for the benefit reason of the Assigned Rights, as applicable the same insurance coverage following the Closing that was in effect for the Assigned Rights immediately prior event giving rise to the Closinga claim under this Article IX.