Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Section 7 shall be reduced to take account of any net tax benefit and shall be increased to take account of any net tax detriment arising from the incurrence or payment of any such Damages or from the receipt of any such indemnification payment and shall be reduced by the insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that an Indemnified Party shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder. If any Indemnified Party shall have received any payment pursuant to this Section 7 with respect to any Damages and shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party shall pay to the Indemnifying Party an amount equal to the difference (if any) between (1) the sum of the amount of those insurance proceeds or other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages and (2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, in no event will such Indemnified Party have any obligation pursuant to this sentence to pay to such Indemnifying Party an amount greater than the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages.
Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Section 6 shall be reduced to take account of any net tax benefit and shall be increased to take account of any net tax detriment arising from the incurrence or payment of any such Damages or from the receipt of any such indemnification payment and shall be reduced by the insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that an Indemnified Party shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder. If any Indemnified Party shall have received any payment pursuant to this Section 6 with respect to any Damages and shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party shall pay to the Indemnifying Party an amount equal to the difference (if any) between (1) the sum of the amount of those insurance proceeds or other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Section 6 with respect to such Damages and (2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, in no event will such Indemnified Party have any obligation pursuant to this sentence to pay to such Indemnifying Party an amount greater than the amount of the payment by such Indemnifying Party pursuant to this Section 6 with respect to such Damages.
Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 9 shall be reduced by the insurance proceeds received and any other amounts actually received by the Indemnified Party with respect to any Damages. If any Indemnified Party shall have received any payment pursuant to this Article 9 with respect to any Damages and shall subsequently have received insurance proceeds or such other amounts with respect to such Damages, then such Indemnified Party shall pay to the Indemnifying Party an amount equal to the difference (if any) between (a) the sum of the amount of those insurance proceeds or such other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 9 with respect to such Damages and (b) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, in no event shall such Indemnified Party have any obligation pursuant to this sentence to pay to such Indemnifying Party an amount greater than the amount of the payment by such Indemnifying Party pursuant to this Article 9 with respect to such Damages. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Indemnification Payment Adjustments. (a) INSURANCE PROCEEDS OR OTHER RECOVERY. The amount of any Damages for which indemnification is provided under this Article 8 will be reduced by the insurance proceeds received and any other amount recovered, if any, by the Indemnitee with respect to any Damages. However, an Indemnitee does not have an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder.
Indemnification Payment Adjustments. If any Indemnified Party shall have received any payment pursuant to this Section 7 with respect to any Damages and shall subsequently have received insurance proceeds with respect to such Damages, then such Indemnified Party shall pay to the Indemnifying Party an amount equal to the difference (if any) between (1) the sum of the amount of those insurance proceeds received and the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages and (2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, in no event will such Indemnified Party have any obligation pursuant to this sentence to pay to such Indemnifying Party an amount greater than the amount of the payment by such Indemnifying Party pursuant to this Section 7 with respect to such Damages.
Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 7 shall be net of (a) any amount recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any Person and (b) the amount of any insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages. If the amount to be netted hereunder from any payment required under Article 7 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party in accordance with the terms of this Article 7, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article 7 had such determination been made at the time of or prior to such payment.
Indemnification Payment Adjustments. 24 10.5 Indemnification Payment.......................................................................25 10.6 Survival......................................................................................25 SECTION 11 TERMINATION...............................................................................25 11.1 Termination...................................................................................25 SECTION 12 MISCELLANEOUS.............................................................................27 12.1 Successors and Assigns........................................................................27 12.2 Notices.......................................................................................27
Indemnification Payment Adjustments. 3.4.1. Any and all indemnification payments made by the Sellers to the Buyer pursuant to this Agreement shall be treated for tax purposes as adjustments to the Purchase Price.
Indemnification Payment Adjustments. All indemnification payments under this Article 7 shall be treated as deemed adjustments to the Purchase Price.
Indemnification Payment Adjustments. (a) Net Tax Effects. The amount of any Damages for which indemnification is provided under this Article will be reduced to take account of any net tax benefit to the Indemnified Party and will be increased to take account of any net tax detriment to the Indemnified Party arising from incurring or paying such Damages or from receiving any indemnification payment.
(b) Insurance Proceeds or Other Recovery. The amount of any Damages for which indemnification is provided under this Article will be reduced by the insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages. However, an Indemnified Party does not have an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder.
