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.