Common use of Effect of Insurance, Taxes and Other Recoveries Clause in Contracts

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX shall be reduced by (a) any amounts that may be recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, (b) any insurance proceeds or other cash receipts or source of reimbursement that may be received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral Source. In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 after the date on which the Indemnifying Party is required pursuant to this Article IX to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX had such reduction been determined at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) For purposes of this Article IX, the amount of the Losses relating to any item included as a liability or reserve in calculating the Closing Net Working Capital shall be calculated net of the amount so included. (d) The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX shall ARTICLE VIII will be reduced by (ai) any amounts that may be are actually recovered (net of reasonable out-of-pocket costs of collection) by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of third party with respect to such Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, and (bii) any insurance proceeds (net of reasonable out-of-pocket costs of collection, any deductible or self-insured retention amount and any prospective and retrospective premium adjustments) or other cash receipts or source of reimbursement that may be are actually received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the If any amount of its claim as may be available from any Collateral Source. In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 8.7 from any payment required under this ARTICLE VIII is determined after the date on which the Indemnifying Party is required pursuant to this Article IX ARTICLE VIII to pay such indemnification claim, the Indemnified Party shall will promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX ARTICLE VIII had such reduction determination been determined made at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX payment by the Indemnifying Party. If, as a result of any Losses potentially covered by indemnified event relating to a Loss, the Raytheon IndemnityIndemnified Party realizes an actual reduction in cash Taxes paid, unless and until or receives an actual cash refund of Taxes paid, in each case with respect to the year in which such indemnified event occurs, the Indemnified Parties have exhausted all reasonable efforts Party shall (within ten (10) days after such reduction or refund) pay to obtain indemnification for the full Indemnifying Party the amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) reduction or refund. For purposes of this Article IXthe preceding sentence, it shall be assumed that any deduction or losses attributable to the indemnified event are the last deductions or losses taken on the Indemnified Party’s Tax Return for the year in which the indemnified event occurs. For the avoidance of doubt, the amount of any indemnification payment payable by the Losses relating Indemnifying Party shall be determined without regard to any item included as a liability reduction in, or reserve in calculating refund of, Taxes realized by the Closing Net Working Capital shall be calculated net of the amount so includedIndemnified Party. (d) The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX 10 shall be reduced by (a) any amounts that may be are recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, (b) any insurance proceeds or other cash receipts or source of reimbursement that may be are received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the an amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral Source. In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In , or in the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate Affiliate, at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the any amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 10.07 from any payment required under the Article 10 is determined after the date on which the Indemnifying Party is required pursuant to this Article IX 10 to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX 10 had such reduction determination been determined made at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) . For purposes of this Article IX10, the amount of the Losses relating to any item included reflected as a liability in the Company Financial Statements or reserve incurred in calculating the Ordinary Course of Business prior to the Closing Net Working Capital Date shall be calculated net of the amount so includedreflected or incurred. (d) The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX VI shall be reduced by (a) any amounts that may be are recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, (b) any insurance proceeds or other cash receipts or source of reimbursement that may be are received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the an amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral Source. In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In , or in the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate Affiliate, at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the any amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 6.7 from any payment required under the Article VI is determined after the date on which the Indemnifying Party is required pursuant to this Article IX VI to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX VI had such reduction determination been determined made at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) . For purposes of this Article IXVI, the amount of the Losses relating to any item included reflected as a liability in the Seller Financial Statements or reserve incurred in calculating the Ordinary Course of Business prior to the Closing Net Working Capital Date shall be calculated net of the amount so includedreflected or incurred. (d) The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX 9 shall be reduced by (a) any amounts that may be recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, (b) any insurance proceeds or other cash receipts or source of reimbursement that may be received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the an amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to or arising because of the incurrence of such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral SourceSource and diligently pursue any other mitigation of Losses reasonably available to the Indemnified Party. In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In , or in the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate Affiliate, at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the any amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 from any payment required under the Article 9 is determined after the date on which the Indemnifying Party is required pursuant to this Article IX 9 to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX 9 had such reduction determination been determined made at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) . For purposes of this Article IX9, the amount of the Losses relating to any item included as a liability or reserve in calculating the Closing Net Working Capital shall be calculated net of the amount so included. (d) The Buyer shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Losses to the maximum extent reasonably possible upon and after becoming aware of any event that would reasonably be expected to give rise to any Losses.

Effect of Insurance, Taxes and Other Recoveries. (a) The amount of any Losses for which indemnification is provided under this Article IX 9 shall be reduced by (a) any amounts that may be recovered by the Indemnified Party or any of its Affiliates from any Third Party, including, without limitation, recovery of Losses covered by the Raytheon Indemnity or Losses that otherwise arise from the legal obligations of the Raytheon Company, (b) any insurance proceeds or other cash receipts or source of reimbursement that may be received by the Indemnified Party or any of its Affiliates with respect to such Losses (each source named in clauses (a) and (b), a “Collateral Source”) and (c) the amount of any net Tax benefit, if any, available to the Indemnified Party or its Affiliates attributable to such Losses. The Indemnified Party shall, and shall cause its Affiliates to, diligently pursue all available remedies and causes of action to recover the amount of its claim as may be available from any Collateral Source; provided, however, no Party shall be obligated to make any claim for Losses with any Collateral Source prior to collecting or attempting to collect such Losses from the Indemnifying Party (except as otherwise required by Section 9.07(c)). In the event that an Indemnifying Party indemnifies an Indemnified Party on any claim referred to in the previous sentence and the Indemnified Party is not pursuing such claim, the Indemnified Party shall assign to the Indemnifying Party, to the fullest extent allowable, its rights and causes of action with respect to such claim. In the event that such assignment is not permissible, the Indemnifying Party shall be allowed to pursue such claim in the name of the Indemnified Party or its Affiliate at the Indemnifying Party’s expense. The Indemnified Party shall provide the Indemnifying Party reasonable assistance in prosecuting such claim, including making the Indemnified Party’s books and records relating to such claim available and making its and its Affiliates’ employees available for interviews, depositions, testimony and similar matters. If the amount of any Loss with respect to any indemnification claim is required to be reduced under this Section 9.07 after the date on which the Indemnifying Party is required pursuant to this Article IX 9 to pay such indemnification claim, the Indemnified Party shall promptly reimburse the Indemnifying Party any amount that the Indemnifying Party would not have had to pay pursuant to this Article IX 9 had such reduction been determined at or prior to the time of such payment. (b) Indemnified Parties shall not seek indemnification under this Article IX of any Losses potentially covered by the Raytheon Indemnity, unless and until Indemnified Parties have exhausted all reasonable efforts to obtain indemnification for the full amount of such Losses pursuant to the terms of the Raytheon Indemnity. (c) For purposes of this Article IX9, the amount of the Losses relating to any item included as a liability or reserve in calculating the Closing Net Working Capital shall be calculated net of the amount so included. (d) The Buyer . A Parent Indemnified Party’s right to recovery pursuant to Section 9.01 shall takenot apply to any Losses arising out of, and shall cause its Affiliates relating to takeor resulting from any facts, all reasonable steps to mitigate and otherwise minimize their Losses events, circumstances or other matters taken into account by the Company, the Stockholders’ Representative, Parent or the Accounting Arbitrator, as the case may be, in connection with the Statement of Estimated Net Working Capital, the Statement of Closing Net Working Capital and/or the calculation of the Estimated Net Working Capital, the Closing Net Working Capital or any adjustment to the maximum extent reasonably possible upon and after becoming aware of Merger Consideration pursuant to Section 1.09, in each case, whether or not any event that would reasonably be expected such facts, events, circumstances or other matters result in an adjustment to give rise to any Lossesthe Merger Consideration.