Common use of Computation of Losses Subject to Indemnification Clause in Contracts

Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article VII shall be computed net of any insurance proceeds actually received by the Indemnified Party in connection with such Loss. Indemnification for any Loss shall be determined and paid without reduction for any Tax Benefits not yet realized by the Indemnified Party. The Indemnified Party will pay to the Indemnifying Party the amount of any Tax Benefits attributable to the Loss actually realized by the Indemnified Party promptly after such Tax Benefits are realized; provided, however, that in the event such Tax Benefits are realized prior to the indemnification payment hereunder, such indemnification payment shall be reduced by Tax Benefits previously realized in lieu of a separate payment to the Indemnifying Party. The amount of any Tax Benefit shall be determined (i) by comparing the liability of the Indemnified Party for Taxes, determined without the Loss, to the liability of the Indemnified Party for Taxes, taking into account the Loss and (ii) by treating any items attributable to the Loss as the last items claimed by the Indemnified Party in any given Tax Period. The amount of any Loss for which indemnification is provided under this Article VII shall exclude consequential and punitive damages and lost profits by an Indemnified Party, provided that any consequential or punitive damages or lost profits of a third party for which an Indemnified Party is liable shall be included in computing such Indemnified Party's Loss.

Computation of Losses Subject to Indemnification. The amount of any Loss Losses for which an Indemnified Party would be entitled to indemnification is provided under this Article VII hereunder shall be computed determined net of of: (i) any insurance proceeds actually received recovered by the Indemnified Party in connection with such Loss. Indemnification for any Loss shall be determined and paid without reduction for any Tax Benefits not yet realized by the Indemnified Party. The Indemnified Party will pay to the Indemnifying Party the amount of any Tax Benefits attributable to the Loss actually realized by the Indemnified Party promptly after such Tax Benefits are realized; , provided, however, that in the event such Tax Benefits are realized prior to the indemnification payment hereunder, such indemnification payment shall be reduced by Tax Benefits previously realized in lieu of a separate payment to the Indemnifying Party. The amount of any Tax Benefit shall be determined (i) by comparing the liability of the Indemnified Party for shall not be required to submit an insurance claim; (ii) indemnity payments to which such party or its Affiliates receives from parties other than the Indemnifying Party hereunder in respect of such matter; (iii) reserves reflected in the Final Statement of Net Assets or adjustments to the Purchase Price which relate to the Loss being determined hereunder; and (iv) any other economic benefit, cost of offset (including any Tax savings, benefits of Tax losses and deferrals, and the Tax offset of the receipt of any indemnification or insurance payments) realized by such party or its Affiliates by the receipt of cash, cash equivalents or other customarily quantifiable property by such party in respect of such matter, or any other direct demonstrable economic gain, except that with respect to Losses in the nature of additional Taxes, determined without (a) such economic benefit need not be in the form of cash, cash equivalents or customarily quantifiable property, and (b) with respect to adjustments relating to the timing of Tax deductions and similar items, such losses shall be limited to the time value of the Loss, . Notwithstanding anything to the liability of contrary, Losses shall not include any damages to the extent attributable to a failure to mitigate damages after the Indemnified Party for Taxesor its Affiliates became aware of the event or omissions which caused such damages (it being understood that the concept of mitigation of damages shall be applied with regard to what is commercially reasonable under the circumstances). Notwithstanding anything in this Section 7.5, taking into account in no event shall an Indemnifying Party be required to pay more than 100% of the Loss and (ii) by treating any items attributable to the Loss as the last items claimed by the Indemnified Party in any given Tax Period. The amount gross Losses of any Loss for which indemnification is provided under this Article VII shall exclude consequential and punitive damages and lost profits by an Indemnified Party, provided that any consequential or punitive damages or lost profits of a third party for which an Indemnified Party is liable shall be included in computing such Indemnified Party's Lossunder this Agreement.

Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article VII 17 shall be computed net of any insurance proceeds actually received by the Indemnified Party in connection with such Loss. Indemnification for any Loss shall be determined and paid without reduction for any Tax Benefits not yet realized by the Indemnified Party. The Indemnified Party will pay to the Indemnifying Party the amount of any Tax Benefits attributable to the Loss actually realized by the Indemnified Party promptly after such Tax Benefits are realized; provided, however, that in the event such Tax Benefits are realized prior to the indemnification payment hereunder, such indemnification payment shall be reduced by Tax Benefits previously realized in lieu of a separate payment to the Indemnifying Party. The amount of any Tax Benefit shall be determined (i) by comparing the liability of the Indemnified Party for Taxes, determined without the LossLoss and any corresponding indemnification payments, to the liability of the Indemnified Party for Taxes, taking into account the Loss and any corresponding indemnification payments, and (ii) by treating any items attributable to the Loss as the last items claimed by the Indemnified Party in any given Tax Period. The amount of any Loss for which indemnification is provided under this Article VII 17 shall exclude consequential damages (it being understood that a reduction in the value of the Business or the Assets shall not be considered consequential damages) and punitive damages and lost profits by an Indemnified Party; provided that, provided that any consequential or damages and punitive damages or lost profits of a third party for which an Indemnified Party is liable shall be included in computing such Indemnified Party's ’s Loss.

Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article VII shall be computed net of any insurance proceeds actually received by the Indemnified Party in connection with such Loss. Indemnification for any Loss shall be determined and paid without reduction for any Tax Benefits not yet realized by the Indemnified Party. The Indemnified Party will pay to the Indemnifying Party the amount of any Tax Benefits attributable to the Loss actually realized by the Indemnified Party promptly after such Tax Benefits are realized; provided, however, that in the event such Tax Benefits are realized prior to the indemnification payment hereunder, such indemnification payment shall be reduced by Tax Benefits previously realized in lieu of a separate payment to the Indemnifying Party. The amount of any Tax Benefit shall be determined (i) by comparing the liability of the Indemnified Party for Taxes, determined without the Loss, to the liability of the Indemnified Party for Taxes, taking into account the Loss and (ii) by treating any items attributable to the Loss as the last items claimed by the Indemnified Party in any given Tax Period. The amount of any Loss for which indemnification is provided under this Article VII shall exclude consequential and punitive damages and lost profits by an Indemnified Party, provided that any consequential or punitive damages or lost profits of a third party Losses for which an Indemnified Party is liable would be entitled to indemnification hereunder shall be included in computing quantified on an after-Tax basis and otherwise determined net of: (i) any insurance proceeds recovered or recoverable by such Indemnified Party's ; (ii) indemnity payments to which such party or its Affiliates is entitled from parties other than the Indemnifying Party hereunder in respect of such matter; (iii) aggregate reserves reflected in the Final Statement of Net Operating Capital or adjustments to the Purchase Price which relate to the Loss being determined hereunder; and (iv) any other economic benefit (including any Tax savings and benefits of Tax losses and deferrals) realized by such party or its Affiliates by the receipt of cash, cash equivalents or other customarily quantifiable property by such party in respect of such matter, or any other direct demonstrable economic gain, except that with respect to Losses in the nature of additional Taxes, (a) such economic benefit need not be in the form of cash, cash equivalents or customarily quantifiable property, and (b) with respect to adjustments relating to the timing of Tax deductions and similar items, such losses shall be limited to the time value of the Loss. Notwithstanding anything to the contrary, Losses shall not include any damages to the extent attributable to a failure to mitigate damages after the Indemnified Party or its Affiliates became aware of the event or omissions which caused such damages (it being understood that the concept of mitigation of damages shall be applied with regard to what is commercially reasonable under the circumstances).