Common use of Determination of Amount of Damages Clause in Contracts

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VIII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net in each case of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) (the net amount of such proceeds, the “net proceeds”) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages (less reasonable costs incurred in obtaining such recovery). Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification hereunder will, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person; provided however that under no circumstances will the Indemnified Person be required to commence or prosecute any Legal Proceeding with respect thereto. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification hereunder prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation hereunder or any Indemnified Person’s right to be indemnified, provided that, if any third party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds hereunder, such Party will promptly tender to the respective Party an amount equal to such third party recovery or insurance recovery the amount of the applicable net proceeds up to the amount of any indemnification payments theretofore made in respect of such damages. Notwithstanding the foregoing, in no event shall any cash disbursed from the Indemnity Escrow Fund with respect to distributions paid in respect of the Indemnity Escrow Units reduce the amount of Damages suffered by any Indemnified Person.

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VIII VII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net net, in each case case, of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) (the net amount of such proceeds, the “net proceeds”) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages (less Damages, net, in each case, of reasonable costs incurred in obtaining such recovery). Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification hereunder willunder this Agreement shall, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to mitigate such Damages and make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person; provided however that under no circumstances will the Indemnified Person be required to commence or prosecute any Legal Proceeding with respect thereto. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification hereunder under this Agreement prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation hereunder under this Agreement or any Indemnified Person’s right to be indemnified. If, provided thathowever, if any third party third‑party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds hereunderunder this Agreement, such Party Indemnified Person will promptly tender to the respective Party an amount equal to the applicable net proceeds of such third party third‑party recovery or insurance recovery the amount of the applicable net proceeds up to the amount of any indemnification payments theretofore made in respect of such damages. Notwithstanding the foregoing, in no event shall any cash disbursed from the Indemnity Escrow Fund with respect to distributions paid in respect of the Indemnity Escrow Units reduce the amount of Damages suffered by any Indemnified PersonDamages.

Determination of Amount of Damages. Mitigation(a). The amount of any Damages Losses for which indemnification is provided under this Article VIII 10 will be limited to the Damages actually Losses suffered by the Indemnified indemnified Person and will be computed net of (ai) any insurance or other proceeds actually received by the Indemnified indemnified Person in connection with such DamagesLosses, net in each case of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) (the net amount of such proceeds, the “net proceeds”) or (bii) any indemnity, contribution or other similar payment the Indemnified indemnified Person actually received from any Person with respect to such Damages Loss, and (less reasonable costs incurred in obtaining such recovery)iii) any other payment or monetary recoupment received, realized or retained by the indemnified Person as a result of the events giving rise to the Claim. Any Indemnified indemnified Person that becomes aware of Damages Losses for which it intends to seek indemnification hereunder will, at the sole cost and expense of the Indemnifying Person, will use commercially reasonable efforts to make pursue claims and pursue such claims for collect any amounts to which it may be entitled under insurance policies or under from third parties (pursuant to indemnification agreements with third parties as are reasonably requested by the Indemnifying Personor otherwise) and will use commercially reasonable efforts to mitigate such Losses; provided however that under no circumstances the indemnified Person will promptly notify either (i) the Indemnified Seller, if such indemnified Person be required to commence or prosecute any Legal Proceeding with respect thereto. Under no circumstances shall is the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification hereunder prior to the actual receipt of such recoveryBuyer, or for limiting(ii) the Buyer, postponing or delaying satisfaction if such indemnified Person is the Seller, in each case, of any indemnification obligation hereunder or efforts to mitigate. If any Indemnified Person’s right to be indemnified, provided that, if any third third-party recovery or insurance recovery is actually received by the Indemnified Person realized after having previously received indemnity claim Claim proceeds hereunder, such Party indemnified Person will promptly tender to the respective Party indemnifying Person an amount equal to such third third-party recovery or insurance recovery equal to the amount of the applicable net indemnity Claim proceeds up to paid by the amount of any indemnification payments theretofore made in respect of such damages. Notwithstanding the foregoing, in no event shall any cash disbursed from the Indemnity Escrow Fund with respect to distributions paid in respect of the Indemnity Escrow Units reduce the amount of Damages suffered by any Indemnified indemnifying Person.

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VIII VII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net net, in each case case, of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) (the net amount of such proceeds, the “net proceeds”) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages (less Damages, net, in each case, of reasonable costs incurred in obtaining such recovery). Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification hereunder willunder this Agreement shall, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to mitigate such Damages and make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person; provided however that under no circumstances will the Indemnified Person be required to commence or prosecute any Legal Proceeding with respect thereto. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification hereunder under this Agreement prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation hereunder under this Agreement or any Indemnified Person’s right to be indemnified. If, provided thathowever, if any third third-party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds hereunderunder this Agreement, such Party Indemnified Person will promptly tender to the respective Party an amount equal to the applicable net proceeds of such third third-party recovery or insurance recovery the amount of the applicable net proceeds up to the amount of any indemnification payments theretofore made in respect of such damages. Notwithstanding the foregoing, in no event shall any cash disbursed from the Indemnity Escrow Fund with respect to distributions paid in respect of the Indemnity Escrow Units reduce the amount of Damages suffered by any Indemnified PersonDamages.