Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating ...
Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Article IX shall be computed net of any insurance proceeds received by the Indemnified Party in connection with such Losses. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received indemnification, such Party shall refund to the Indemnifying Party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Indemnified Party shall use its commercially reasonable efforts to pursue insurance claims with respect to any Losses.
Indemnification Calculations. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.
Indemnification Calculations. The amount of any and all Losses for which indemnification is provided under this Article X shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use its commercially reasonable efforts to pursue insurance claims with respect to any Losses. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.
Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Article X shall be computed net of any insurance proceeds or other recoveries available to any Indemnitee in connection with such Losses and net of any Tax benefits arising by reason of any such Loss.
Indemnification Calculations. All indemnification payments for Tax Losses made pursuant to this Section 7.01, and for Losses made pursuant to Section 10.02 and Section 10.04, shall be made on an after-tax basis. Accordingly, in determining the amount of any indemnification payment for a Tax Loss or Loss suffered or incurred by an indemnitee hereunder, the amount of such Tax Loss or Loss shall be (i) increased to take into account any additional Tax cost actually incurred by the indemnitee arising from the receipt of indemnification payments hereunder ("TAX COSTS") and (ii) decreased to take into account any deduction, credit or other tax benefit actually realized by the indemnitee with respect to such Tax Loss or Loss ("TAX BENEFITS"). In computing the amount of any such Tax Cost or Tax Benefit, the indemnitee 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 indemnification payment hereunder or the incurrence or payment of any indemnified Tax Loss or Loss; PROVIDED, that if a Tax Cost or Tax Benefit is not realized in the taxable period during which an indemnifying party makes an indemnification payment or the indemnitee incurs or pays any Tax Loss or Loss, the parties hereto shall thereafter make payments to one another at the end of each subsequent taxable period to reflect the net Tax Costs and Tax Benefits realized by the parties hereto in each such subsequent taxable period.
Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Agreement shall be computed net of (i) any insurance proceeds actually received by the indemnified party in connection with such Losses (calculated net of any out-of-pocket expenses related to the receipt of such recovery, including any incremental insurance premium costs) or (ii) any amounts received through claims of indemnification, reimbursement, offset or recovery in connection with such Losses. If an indemnified party receives insurance proceeds or indemnification, reimbursement, offset or recovery in connection with Losses for which it has received indemnification, reimbursement, offset or recovery, such party shall refund to the Indemnifying Party the amount of such insurance proceeds or indemnification when received, up to the amount of indemnification reimbursement, offset or recovery received (net of any out-of-pocket documented reasonable expenses related to the receipt of such recovery, including any incremental insurance premium costs). The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law. The amount of any Losses for which indemnification is provided under this Agreement shall be reduced to the extent that the party seeking indemnification shall have received the benefit of an adjustment pursuant to Section 2.10 due to the fact that the item that is the subject of the indemnification claim was specifically taken into account in the Final Adjustment Amount.
Indemnification Calculations. The amount of any Losses for which indemnification is provided under this Article X shall be computed net of any insurance proceeds or other recoveries actually received by any Indemnitee in connection with such Losses and net of any Tax benefits arising by reason of any such Loss. Each Indemnitee shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnitee (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnitee with respect thereto, the Indemnitee (or such Affiliate) shall promptly pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party’s payment).
Indemnification Calculations. The amount of any Losses for which indemnification is provided under Section 9.1(a)(i) or Section 9.1(b)(i) shall be computed net of any third party insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives such insurance proceeds in connection with such Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use its commercially reasonable efforts to pursue third party insurance claims with respect to any such Losses. The amount of the refunded reduction shall be deemed a payment under this Section and thus shall be paid subject to any applicable reductions under this Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by Law.
Indemnification Calculations. The amount payable with respect to any Tax Claim and the treatment and adjustment thereof shall be governed by the provisions of Section 11.3 of this Agreement.
