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 9 shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third-party recoveries including any recoveries under the Reorganization Agreement, actually received by any Indemnified Party (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 in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article 9, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits or payments. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third-party recoveries are 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 recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment; provided that any such refunds made by Parent Indemnified Parties shall be 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 applicable period; provided, that for purposes of the foregoing, 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 9 IX shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments benefits and other third-party recoveries including any recoveries under the Reorganization Agreement, actually received by (other than with respect to indemnification payments) which any Indemnified Party (net of any costs incurred in recovering such amounts) 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, benefits or third any third-party indemnity payments recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article 9IX, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such insurance proceeds, Tax benefits or paymentsthird-party recoveries, including, with respect to third-party recoveries, bringing a claim for indemnification or initiating a legal, arbitrational or other proceeding. In the event that any such insurance proceeds, Tax benefits, indemnity payments benefits or other third-party recoveries are actually received 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 recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment; provided that . No Buyer Indemnified Party shall have any such refunds made by Parent Indemnified Parties shall be made right to the Holder Representative in its capacity as such. Any Tax benefit calculations assert any claims 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 applicable period; provided, Article IX with respect to any Damages that for purposes of the foregoing, 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 covered by insurance had Buyer maintained for the deduction attributable benefit of the Company and its Subsidiaries (or caused the Company and its Subsidiaries to maintain) the same insurance coverage following the Closing that was in effect for the Company and its Subsidiaries immediately prior to the incurrence of the DamagesClosing.

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 9 XIII shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third-party third‑party recoveries including any recoveries under the Reorganization Agreement, actually received by to which any Indemnified Party (net of any costs incurred in recovering such amounts) 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, 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 9XIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits benefits, payments or paymentsrecoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third-party third‑party recoveries are actually received 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 payment; provided that any . If such refunds made by Parent Indemnified Parties shall 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 made 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 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 applicable period; provided, that for purposes account of the foregoing, 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 DamagesPre‑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 9 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 recoveries including any recoveries under the Reorganization Agreement, actually received by which any Indemnified Party (net of any costs incurred in recovering such amounts) 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, or third party indemnity payments or any 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 9XII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits benefits, payments or paymentsrecoveries. In the event that any such insurance proceeds, Realized Tax benefitsBenefits, indemnity payments or other third-third party recoveries are actually 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 recoveries relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment; provided that any such refunds made by Parent Indemnified Parties shall be made to the Holder Representative in its capacity as such. Any Tax benefit calculations under For purposes of this Section 9.4.3 shall be determined using the highest combined marginal corporate Tax rate for federal and applicable foreign12.5(c), state and local Income Taxes for the applicable period; provided, that for purposes of the foregoing, an any Indemnified Party will shall be deemed to have “actually received realized” a net Tax benefit to the extent that that, and at such time as, the amount of Taxes payable paid by the such 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 such Persons would have been required to pay in such year but for the 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 attributable to or credit before recognizing any items arising from the incurrence or payment of the Damagesany Losses for which 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 9 XII shall be reduced by the net amount of insurance proceeds, Tax benefits, indemnification payments and other third-party recoveries including any recoveries under the Reorganization Agreement, actually received by to which any Indemnified Party (net of any costs incurred in recovering such amounts) 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, 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 9XII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits benefits, payments or paymentsrecoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third-party recoveries are actually received 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; provided that payment (less any costs and expenses incurred in connection with recovery of such refunds made by Parent Indemnified Parties shall 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 made 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 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 applicable period; provided, that for purposes account of the foregoing, 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 DamagesPre-Closing Holders.