Computation of Losses. For purposes of calculating any Losses suffered by an indemnified party pursuant to Sections 7.1 or 7.2 hereof, the amount of the Losses suffered by the indemnified party shall be the net amount of damage so suffered after giving effect to any insurance proceeds recovered with respect to such matter.
Computation of Losses. For purposes of calculating any Losses suffered by an Indemnified Party pursuant to this Agreement, or under any other specific indemnification covenant contained in this Agreement, each Loss shall bear interest at a fluctuating rate of interest equal to the prime rate (as published in the Wall Street Journal) from the date incurred to the date the indemnification payments with respect thereto is made.
Computation of Losses. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses otherwise payable to an Indemnified Party shall be reduced by the amount of net insurance proceeds actually received by such Indemnified Party as compensation for the damage or Losses caused by the act, omission, fact or circumstance giving rise to such Losses.
Computation of Losses. The amount of any liability of Seller under Section 6.02(a) shall be computed net of any tax benefit to Buyer Indemnified Parties actually received by Buyer Indemnified Parties, net of any insurance proceeds actually received by Buyer Indemnified Parties, and net of any indemnity, contribution, or other similar payment actually received by any Buyer Indemnified Party with respect to the matter out of which such liability arose. The amount of any liability of Buyer under Section 6.02(b) shall be computed net of any tax benefit to Seller Indemnified Parties actually received by Seller Indemnified Parties, net of any insurance proceeds actually received by Seller Indemnified Parties, and net of any indemnity, contribution, or other similar payment actually received by any Seller Indemnified Party with respect to the matter out of which such liability arose.
Computation of Losses. In determining the amount of any indemnifiable loss hereunder, the aggregate amount of any insurance proceeds received by or benefiting the indemnified party and any tax deduction or tax benefit received by the indemnified party in connection with the facts giving rise to the right to indemnification shall be deducted from the amount to be paid by the indemnifying party. If, with respect to any indemnifiable loss paid by an indemnifying party, the indemnified party subsequently receives insurance proceeds, a tax deduction, or a tax benefit, the indemnified party shall, as soon as may be practicable, pay to the indemnifying party an amount equal to such insurance proceeds, tax deduction, or tax benefit.
Computation of Losses. The present value of any benefits received by the Purchaser, the Loan Purchaser or the Participations in connection with or as result of the Breach (including, without limitation, avoided losses, tax benefits and savings, and increases in the value of any asset owned by the Group Entities (Abzug neu für Alt)) shall be deducted for the purpose of computing the Losses (Vorteilsausgleich).
Computation of Losses. Any amount payable pursuant to this Article 12 shall be decreased to the extent (i) the Indemnified Party recognizes a Tax Benefit as a result of a Loss (the Indemnified Party shall be deemed to recognize a tax benefit ("Tax Benefit") with respect to a taxable year if, and to the extent that, the Indemnified Party's cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party's actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extend permitted by the relevant tax law and treating such Tax items as the last items claimed for any taxable year), (ii) of any insurance proceeds or contribution payments or other similar source of compensation received by the Indemnified Party or its Affiliates in respect of any Losses, (iii) of any indemnification proceeds received by the Indemnified Party or its Affiliates from an unrelated party in respect of any Losses. If any Indemnified Party is entitled to receive or receives any of the benefits specified in the prior sentence after an indemnification payment of the Indemnifiable Damages is made, the Indemnified Party shall notify the Indemnifying Party of such fact and promptly repay to the Indemnifying Party such amount of the indemnification payment as would not have been paid had such benefit reduced the original indemnification payment.
Computation of Losses. For purposes of calculating any Losses suffered by an Indemnified Party pursuant to this Agreement, or under any other specific indemnification covenant contained in this Agreement, each Loss shall bear interest at a fluctuating rate of interest equal to the prime rate (as published in the Wall Street Journal) from the date incurred to the date the indemnification payments with respect thereto is made. Exclusive Remedy. From and after the Closing, the indemnities set forth in Sections 7.1 and 7.2 shall be the exclusive remedies of Buyer and Sellers and their members, employees, agents and affiliates for any breach by the other of any representation, warranty, covenant or agreement contained in this Agreement; no such Person shall be entitled to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which such Persons hereby waive; and the parties shall not be entitled to a rescission of this Agreement.
Computation of Losses. 10.7.1 For purposes of calculating any Losses suffered by an Indemnified Person hereunder (but, for the avoidance of doubt, not for purposes of determining whether a breach has occurred that entitles indemnification under this Section 10), the amount of the Losses suffered by the Indemnified Person shall be the net amount of the Loss so suffered after giving effect to the aggregate value of any money and other assets with a readily determinable value (including, without limitation, proceeds of insurance and amounts received from a third party) realized or recovered by the Indemnified Person in connection therewith. Each Indemnified Person shall use commercially reasonable efforts to collect any amounts available under insurance policies or recoverable from third parties with respect to Losses incurred by such Indemnified Person. If an Indemnified Person receives any amounts under any insurance policy, or from any third party, in each case in connection with a matter giving rise to an indemnification payment, but subsequent to such indemnification payment by the Indemnifying Party, then such Indemnified Person shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party up to the amount received by the Indemnified Person.
10.7.2 Each Indemnified Person shall use commercially reasonable efforts to mitigate the amount of its Losses upon and after becoming aware of any facts or circumstances that would reasonably be expected to result in any Losses that are indemnifiable hereunder.
10.7.3 Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting an inaccuracy or breach of more than one representation, warranty, covenant or agreement and no party shall be entitled to claim indemnification with respect to the same underlying subject matter more than once.
Computation of Losses. Section 10.6.
