Common use of Determination of Amount Clause in Contracts

Determination of Amount. (a) In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other proceeds which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnification. The Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverable. (b) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.

Determination of Amount. (a) In calculating any Loss or Expense, such amounts Expense there shall be calculated on deducted any actual insurance recovery in respect thereof. If any Seller is required to indemnify a Buyer Group Member pursuant to the provisions of Section 11.1, and the Liability or Expense for which the indemnification is sought under Section 11.1 (taking into account the payment by Sellers therefor to be received pursuant to Section 11.1) has provided, or could reasonably be expected to provide, an After-actual reduction in the income Taxes payable by such Buyer Group Member for the applicable taxable year, the actual amount of such Tax Basis and benefit shall be net of any third-party insurance, indemnification or other proceeds which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise a reduction to the right of indemnification. The Indemnified Party shall use commercially reasonable efforts amount that such Seller would otherwise be required to recover third-party insurance, indemnification or other proceeds that may be recoverablepay pursuant to Section 11.1. (b) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.

Determination of Amount. (a) In calculating any Loss or Expense, such amounts Expense there shall be calculated on an Afterdeducted (net of reasonable direct out-Tax Basis and shall be of-pocket costs of collection) (i) any insurance recovery in respect thereof net of any third-party insurance, indemnification or other proceeds which have been recovered by applicable deductible (and no right of subrogation shall accrue hereunder to any insurer) and (ii) any recoveries paid to the Indemnified Party or its Affiliates under any insurance policy contract, lease, license, obligation or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnification. The Indemnified Party Buyer and Seller agree that, for purposes of computing the amount of any indemnification payment under this Article XI, any such indemnification payment shall use commercially reasonable efforts be treated as an adjustment to recover third-party insurance, indemnification or other proceeds that may be recoverablethe Final Purchase Price for all Tax purposes. (b) For purposes of calculating Losses (but not determining whether a breach has occurred), qualifications referring to “Material Adverse Effect” or materiality contained in the representations and warranties shall be ignored. (c) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.

Determination of Amount. (a) In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other proceeds (determined net of recovery costs) which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnification. The Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverable. If the Indemnified Party receives any such recovery for any matter with respect to which it has previously been indemnified hereunder, the amount of such recovery shall promptly be transferred to the Indemnitor. (b) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.

Determination of Amount. (a) In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other proceeds which have actually been recovered by the Indemnified Party under any insurance policy (after giving effect to any applicable deductible or retention and any premium adjustments) or other contract, agreement or undertaking undertaking, in each case, in connection with the facts giving rise to the right of indemnification. The An Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverablemake such recoveries. (b) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article ARTICLE XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have . (c) Buyer and Seller Parent agree to report each indemnification payment made in respect of a Loss or Expense as an adjustment to the burden Purchase Price for Tax purposes, except as otherwise required by an applicable Requirement of proof in establishing the amount of Losses and Expenses suffered by itLaw.

Determination of Amount. (a) In calculating any Loss or Expense, such amounts shall be calculated on an After-Tax Basis and shall be net of any third-party insurance, indemnification or other insurance proceeds (determined net of recovery costs) which have been recovered by the Indemnified Party under any insurance policy or other contract, agreement or undertaking in connection with the facts giving rise to the right of indemnificationindemnification (such proceeds to be reduced by the amount of any retrospective or other premium adjustment payable by the Indemnified Party in respect of such claim). The Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other insurance proceeds that may be recoverable. (b) After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.

Determination of Amount. (a) In calculating Buyer and Seller agree that, for purposes of computing the amount of any Loss or Expenseindemnification payment under this Article XI, any such amounts indemnification payment shall be calculated on treated as an After-adjustment to the Purchase Price for all Tax Basis purposes. If Seller is required to indemnify a Buyer Group Member pursuant to the provisions of Section 11.1 or Buyer is required to indemnify a Seller Group Member pursuant to the provisions of Section 11.2, and shall be net of any third-party insurancethe cost, expense or liability for which the indemnification is sought has provided or other proceeds which have been recovered by will provide the Indemnified Party under any insurance policy or other contractwith a Tax benefit, agreement or undertaking in connection with the facts giving rise amount of such Tax benefit shall reduce the Indemnitor’s liability to the right of indemnification. The indemnify an Indemnified Party shall use commercially reasonable efforts to recover third-party insurance, indemnification or other proceeds that may be recoverable. (b) under this Article XI. After the giving of any Claim Notice pursuant to Section 11.3, the amount of indemnification to which an Indemnified Party shall be entitled under this Article XI shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of Losses and Expenses suffered by it.