Common use of Determination of Losses Clause in Contracts

Determination of Losses. The parties shall take into account any net Tax benefits actually realized by the Indemnified Party as of the time that the indemnity payment is made as a result of the incurrence of Losses giving rise to indemnity. In computing the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds actually received by the Indemnified Party under any policies of insurance covering the Loss giving rise to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make an insurance claim under any relevant policies of insurance covering the loss but shall not be obligated to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts received pursuant to making an insurance claim shall be offset by any Loss related to making such claim, including the payment of any deductible and any increases in premium payments that can be shown to be directly attributable to having made such claim, and the Loss shall be increased by the amount, if any, by which the Losses related to making such claim exceed the insurance proceeding actually received.

Determination of Losses. The parties shall take into account In determining the amount of any net Tax benefits actually realized by the Losses for which a Buyer Indemnified Party as of the time that the indemnity payment is made as entitled to assert a result of the incurrence of Losses giving rise to indemnity. In computing claim for indemnification hereunder, the amount of any such Tax benefitLosses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention) and other third party recoveries actually received by the Buyer Indemnified Parties, the parties shall take account Company or any Subsidiary in respect of such Losses and the amount of any Tax costs to Benefit related thereto. As used herein, “Tax Benefit” shall mean any actual reduction of cash Taxes paid by Parent, GSI UK, the Indemnified Party Company or any of their respective Subsidiaries or Affiliates as a result of a Loss in the receipt taxable year in which such Loss occurred or in the next taxable year, assuming for purposes of such calculation that any deduction, loss or other tax attribute generated by such Loss is the last such deduction, loss or other tax attribute on any Tax Return. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party, the Company or any Subsidiary later receives insurance proceeds, other third party recoveries or Tax Benefits in respect of the indemnity related Losses, the Buyer Group shall promptly pay to Seller a sum equal to the lesser of (a) the actual amount of such insurance proceeds, other third party recoveries and Tax Benefits or (b) the actual amount of the indemnification payment and the Indemnified Party shall be deemed previously paid by Seller with respect to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified such Losses. In addition, All parties shall use commercially reasonably efforts to mitigate the amount of Losses incurred by any Indemnified Party hereunder will for which they may be determined net of any insurance proceeds actually received by the Indemnified Party under any policies of insurance covering the Loss giving rise entitled to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make an insurance claim under any relevant policies of insurance covering the loss but shall not be obligated to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts received pursuant to making an insurance claim shall be offset by any Loss related to making such claim, including the payment of any deductible and any increases in premium payments that can be shown to be directly attributable to having made such claim, and the Loss shall be increased by the amount, if any, by which the Losses related to making such claim exceed the insurance proceeding actually receivedindemnification hereunder.

Determination of Losses. The parties shall take into account In determining the amount of any net Tax benefits actually realized by the Losses for which a Buyer Indemnified Party as of the time that the indemnity payment is made as entitled to assert a result of the incurrence of Losses giving rise to indemnity. In computing claim for indemnification hereunder, the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and the Indemnified Party Losses shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, determined after deducting therefrom the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds (after giving effect to any applicable deductible or retention) and other third party recoveries actually received by the Buyer Indemnified Parties or the Company Entities in respect of such Losses (which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain) and the amount of any Tax Benefit related thereto. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party under any policies or the Company Entities later realizes or receives insurance proceeds, other third party recoveries or Tax Benefits in respect of insurance covering the Loss giving rise related Losses, the Buyer shall promptly pay to the applicable claimSeller a sum equal to the lesser of (a) the actual amount of such insurance proceeds, other third party recoveries and Tax Benefits or (b) the actual amount of the indemnification payment previously paid by the Seller with respect to such Losses. The Indemnified Parties All parties shall use commercially reasonable efforts to make an insurance claim under mitigate the amount of Losses for which they may be entitled to indemnification hereunder. As used herein, “Tax Benefit” means any relevant policies actual reduction of insurance covering the loss but shall not be obligated to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts received pursuant to making an insurance claim shall be offset by any Loss related to making such claim, including the payment of any deductible and any increases in premium payments that can be shown to be directly attributable to having made such claim, and the Loss shall be increased Taxes payable by the amountBuyer, if anythe Company Entities or any of their respective Affiliates as a result of a Loss, assuming for purposes of such calculation that any deduction, loss or other Tax attribute generated by which such Loss is the Losses related to making last such claim exceed the insurance proceeding actually receiveddeduction, loss or other Tax attribute on any Tax Return.

Determination of Losses. The parties In calculating Losses for purposes of indemnification hereunder, any materiality or similar qualifications in the representations, warranties, covenants and agreements shall take into account be disregarded. In determining the amount of any net Tax benefits actually realized by the Losses for which a Buyer Indemnified Party as of the time that the indemnity payment is made as entitled to assert a result of the incurrence of Losses giving rise to indemnity. In computing claim for indemnification hereunder, the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and the Indemnified Party Losses shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, determined after deducting therefrom the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds (after giving effect to any applicable deductible or retention) and other third party recoveries actually received by the Buyer Indemnified Party under Parties, the Company or any policies Subsidiary in respect of insurance covering such Losses (which proceeds and recoveries the Loss giving rise Buyer agrees to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make an insurance claim under any relevant policies of insurance covering obtain) and the loss but shall not be obligated to institute legal proceedings to enforce coverage amount of any tax benefit related thereto. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party, the Company or any Subsidiary later receives insurance proceeds, other third party recoveries or tax benefits in respect of the related Losses, the Buyer shall immediately pay to the Sellers’ Agent, for the benefit of the Sellers, a sum equal to the lesser of (a) the actual amount of such claim. Furthermoreinsurance proceeds, any amounts received pursuant to making an insurance claim shall be offset other third party recoveries and tax benefits, or (b) the actual amount of the indemnification payment previously paid by any Loss related Seller or the Sellers’ Agent, on behalf of the Sellers, with respect to making such claim, including Losses. All parties shall use commercially reasonably efforts to mitigate the payment amount of any deductible and any increases in premium payments that can Losses for which they may be shown entitled to be directly attributable to having made such claim, and the Loss shall be increased by the amount, if any, by which the Losses related to making such claim exceed the insurance proceeding actually receivedindemnification hereunder.

Determination of Losses. The parties shall take into account (a) As used herein, “Losses” means all claims, damages, penalties, fines, Taxes, obligations, losses, judgments, expenses, costs, liabilities and fees, including court costs and reasonable attorneys’ and accountants’ fees and expenses, but excluding punitive damages (other than punitive damages owed to third parties). In determining the amount of any net Tax benefits actually realized by the Losses for which an Indemnified Party as of the time that the indemnity payment is made as entitled to assert a result of the incurrence of Losses giving rise to indemnity. In computing claim for indemnification hereunder, the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and the Indemnified Party Losses shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, determined after deducting therefrom the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds (after giving effect to any applicable deductible or retention) and other third party recoveries (other than Tax benefits covered in Section 7.5(b)) actually received (which amount shall be net of the expenses of the recovery thereof) by the Indemnified Party under any policies (or, in the case of insurance covering a Buyer Indemnified Party, the Loss giving rise Company) in respect of such Losses (which proceeds and recoveries the Indemnified Party agrees to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make obtain). If an insurance claim under any relevant policies of insurance covering the loss but shall not be obligated to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts indemnification payment is received pursuant to making by an insurance claim shall be offset by any Loss related to making such claim, including the payment of any deductible and any increases in premium payments that can be shown to be directly attributable to having made such claimIndemnified Party, and the Loss Indemnified Party (or, in the case of a Buyer Indemnified Party, the Company) later receives insurance proceeds or other third party recoveries (other than Tax benefits covered in Section 7.5(b)) in respect of the related Losses, the Indemnified Party shall be increased by promptly pay to the amount, if any, by which indemnifying party a sum equal to the Losses related lesser of (a) the actual amount of such insurance proceeds and other third party recoveries or (b) the actual amount of the indemnification payment previously paid with respect to making such claim exceed the insurance proceeding actually receivedLosses.

Determination of Losses. The parties shall take into account As used herein, “Losses” means all damages, losses, expenses, costs and liabilities (including reasonable attorneys’ fees and expenses), in each case, including, without limitation, arising from matters disclosed to the Buyer or its Affiliates or otherwise referenced in this Agreement. In determining the amount of any net Tax benefits actually realized by the Losses for which a Buyer Indemnified Party as of the time that the indemnity payment is made as entitled to assert a result of the incurrence of Losses giving rise to indemnity. In computing claim for indemnification hereunder, the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and the Indemnified Party Losses shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, determined after deducting therefrom the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds (after giving effect to any applicable deductible or retention) and other third party recoveries actually received by the Buyer Indemnified Party under any policies Parties, the Company or the Subsidiary in respect of insurance covering such Losses (which proceeds and recoveries the Loss giving rise Buyer agrees to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make obtain). If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party, the Company or the Subsidiary later receives insurance claim under any relevant policies proceeds, or other third party recoveries in respect of the related Losses, the Buyer shall promptly pay to the Sellers (with each Seller receiving one-half of such amount) an amount equal to the lesser of (a) the actual amount of such insurance covering proceeds, or other third party recoveries or (b) the loss but actual amount of the indemnification payment previously paid by the Sellers with respect to such Losses. All parties shall not use commercially reasonably efforts to mitigate the amount of Losses for which they may be obligated entitled to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts received pursuant to making an insurance claim shall be offset by any Loss related to making such claimindemnification hereunder, including but not limited to any Losses that result from any breach of the payment of any deductible representations and any increases warranties contained in premium payments that can be shown to be directly attributable to having made such claim, and the Loss shall be increased by the amount, if any, by which the Losses related to making such claim exceed the insurance proceeding actually receivedSection 2.14.