Common use of Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries Clause in Contracts

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third‑party recoveries to which any Indemnified Party is entitled in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments or any third‑party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third‑party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or other third‑party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. If such a refund is required and the applicable indemnification payments were paid from the Escrow Funds, (i) if prior to the Survival Expiration Date, such amount will be deposited with the Escrow Agent to be held with the remaining Escrow Funds and (ii) thereafter, such amount will be paid to the Holder Representative for the account of the Pre‑Closing Holders.

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII XII shall be reduced by the amount of net federal, state or local Tax benefits actually realized by Acquiror as a result of such Damages with respect to the taxable year of payment for such Damages or any prior taxable year (“Realized Tax Benefits”), and any insurance proceeds, Tax benefits, indemnification payments and other third‑party third-party recoveries to which any Indemnified Party is entitled actually receives in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party or any of its Affiliates is entitled to any insurance proceeds, Realized Tax benefitsBenefits, indemnity payments or any third‑party third-party recoveries in respect of any Damages (or any of the circumstances giving rise thereto) for which such Indemnified Party is entitled to indemnification pursuant to this Article XIIIXII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, Realized Tax benefitsBenefits, indemnity payments or other third‑party third party recoveries are obtained, received or realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Realized Tax benefitsBenefits, indemnity payments or other third‑party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. If For purposes of this Section 12.5(c), any Indemnified Party shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such a refund time as, the amount of Taxes paid by such Indemnified Party is reduced below the amount of Taxes that such Persons would have been required and to pay but for the applicable indemnification payments were paid Tax benefit. In computing the amount of any such net Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the Escrow Funds, (i) if prior to the Survival Expiration Date, such amount will be deposited with the Escrow Agent to be held with the remaining Escrow Funds and (ii) thereafter, such amount will be paid to the Holder Representative incurrence or payment of any Losses for the account of the Pre‑Closing Holderswhich indemnification is provided under this Article XII.

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII 9 shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third‑party third-party recoveries to which including any recoveries under the Reorganization Agreement, actually received by any Indemnified Party is entitled (net of any costs incurred in recovering such amounts) in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, or third party indemnity payments or any third‑party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XIII9, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments benefits or recoveriespayments. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third‑party third-party recoveries are realized actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or other third‑party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. If ; provided that any such a refund is required and the applicable indemnification payments were paid from the Escrow Funds, (i) if prior to the Survival Expiration Date, such amount will refunds made by Parent Indemnified Parties shall be deposited with the Escrow Agent to be held with the remaining Escrow Funds and (ii) thereafter, such amount will be paid made to the Holder Representative in its capacity as such. Any Tax benefit calculations under this Section 9.4.3 shall be determined using the highest combined marginal corporate Tax rate for federal and applicable foreign, state and local Income Taxes for the account applicable period; provided, that for purposes of the Pre‑Closing Holdersforegoing, an Indemnified Party will be deemed to have actually received a Tax benefit to the extent that the amount of Taxes payable by the Indemnified Party as shown on such Person’s Tax Return for the year in which the Damages are incurred or in an earlier year is reduced below the amount of Taxes that the Indemnified Party would have been required to pay in such year but for the deduction attributable to the incurrence of the Damages.

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Any claim for which indemnification of the Buyer Indemnified Parties may be available pursuant to Section 9.2(a) (to the extent such claim is for an amount in excess of the retention amount provided for in the R&W Insurance policy or if such retention amount has been satisfied) shall be made only against the R&W Insurance and may not be made pursuant to Section 9.2(a). Notwithstanding any provision in this Agreement to the contrary, all Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII IX shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments benefits and other third‑party third-party recoveries (other than with respect to indemnification payments) which any Indemnified Party is entitled receives or obtains in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments benefits or any third‑party third-party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XIIIIX, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such insurance proceeds, benefitsTax benefits or third-party recoveries, payments including, with respect to third-party recoveries, bringing a claim for indemnification or recoveriesinitiating a legal, arbitrational or other proceeding. In the event that any such insurance proceeds, Tax benefits, indemnity payments benefits or other third‑party third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or benefits other third‑party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. If such a refund is required No Buyer Indemnified Party shall have any right to assert any claims under this Article IX with respect to any Damages that would have been covered by insurance had Buyer maintained for the benefit of the Company and its Subsidiaries (or caused the applicable indemnification payments were paid from Company and its Subsidiaries to maintain) the Escrow Funds, (i) if same insurance coverage following the Closing that was in effect for the Company and its Subsidiaries immediately prior to the Survival Expiration Date, such amount will be deposited with the Escrow Agent to be held with the remaining Escrow Funds and (ii) thereafter, such amount will be paid to the Holder Representative for the account of the Pre‑Closing HoldersClosing.

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Notwithstanding any provision in this Agreement to the contrary, all Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII IX shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments benefits and other third‑party third-party recoveries (other than with respect to indemnification payments) which any Indemnified Party is entitled receives or obtains in respect of any Damages incurred by such Indemnified Party. In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments benefits or any third‑party third-party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XIIIIX, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such insurance proceeds, benefitsTax benefits or third-party recoveries, payments including, with respect to third-party recoveries, bringing a claim for indemnification or recoveriesinitiating a legal, arbitrational or other proceeding. In the event that any such insurance proceeds, Tax benefits, indemnity payments benefits or other third‑party third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or benefits other third‑party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment. If such a refund is required Any Buyer Claim under Section 9.2(a)(i) shall be made only against the R&W Insurance and may not be made pursuant to Section 9.2(a) to the applicable indemnification payments were paid from the Escrow Funds, extent (i) if prior to such Buyer Claim is for an amount in excess of the Survival Expiration Date, such retention amount will be deposited with provided for in the Escrow Agent to be held with the remaining Escrow Funds R&W Insurance policy and (ii) thereafter, such retention amount will be paid to the Holder Representative for the account of the Pre‑Closing Holdershas been satisfied.

Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. All Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article XIII XII shall be reduced by the net amount of insurance proceeds, Tax benefits, indemnification payments and other third‑party third-party recoveries to which any Indemnified Party is entitled actually receives in respect of any Damages incurred by such Indemnified PartyParty (after deducting costs and expenses incurred in connection with recovery of such proceeds). In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments or any third‑party third-party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article XIIIXII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third‑party third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, Tax benefits, indemnity payments or other third‑party third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification paymentpayment (less any costs and expenses incurred in connection with recovery of such proceeds). If such a refund is required and the applicable indemnification payments were paid from the Indemnification Escrow Funds, (i) if prior to the Survival Expiration Date, such amount will be deposited with the Escrow Agent to be held with the remaining Indemnification Escrow Funds and (ii) thereafter, such amount will be paid to the Holder Representative for the account of the Pre‑Closing Pre-Closing Holders.