Common use of Indemnification Payment Adjustments Clause in Contracts

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will be reduced by the net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if any Indemnified Party will have received any payment pursuant to this Article 11 with respect to any Damages and will subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will 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 other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 11 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, that 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 Article 11 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will Section 10 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 10 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (ai) 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 Article 11 Section 10 with respect to such Damages and (bii) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, that 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 Article 11 Section 10 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 7 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (a1) 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 Article 11 Section 7 with respect to such Damages and (b2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, that 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 Article 11 Section 7 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will Section 8 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 8 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (a1) 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 Article 11 Section 8 with respect to such Damages and (b2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; providedPROVIDED, howeverHOWEVER, that 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 Article 11 Section 8 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will Section 9 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 9 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (ai) 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 Article 11 Section 9 with respect to such Damages and (bii) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, that 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 Article 11 Section 9 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will Section 4 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any hereunder if pursuing such claim is reasonably likely to result in increased premiums directly attributable to such claims for the five year period following such increase, discounted at or materially and adversely affect a 15% discount rateparty's insurability. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 4 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (ai) 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 Article 11 Section 4 with respect to such Damages and (bii) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, that 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 Article 11 Section 4 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will be reduced by the net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damagesprogram; providedprovided further, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if any Indemnified Party will have received any payment pursuant to this Article 11 with respect to any Damages and will subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will 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 other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 11 with respect to such Damages and (b) the amount necessary to fully and completely indemnify and hold harmless such Indemnified *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Party from and against such Damages; provided, however, that 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 Article 11 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will 9 shall be reduced by the net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damages; provided, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 9 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (a1) 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 Article 11 9 with respect to such Damages and (b2) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; provided, however, that 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 Article 11 9 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any payment for Damages for which indemnification is provided under this Article 11 12 will be reduced net of any amounts actually recovered by the net Indemnified party under insurance proceeds received policies (after reduction of any costs or expenses incurred in connection with the collection thereof) with respect to such Damages and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damagesprogram; providedand provided further, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if any Indemnified Party will have received any payment pursuant to this Article 11 12 with respect to any Damages and will subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will 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 other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 11 12 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, that 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 Article 11 12 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will Section 8 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 net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that * Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the foregoing will not under any circumstances reduce "Xxxx"). This Exhibit has been filed with The Secretary of the Damages for which either Party is obligated to indemnify Commission without the other Xxxx pursuant to the extent Company's application requesting confidential treatment under Rule 24b-2 under the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery Securities Exchange Act of Damages; provided1934, however, as amended. that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will shall not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if If any Indemnified Party will shall have received any payment pursuant to this Article 11 Section 8 with respect to any Damages and will shall subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the difference (if any) between (ai) 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 Article 11 Section 8 with respect to such Damages and (bii) the amount necessary to fully and completely indemnify and hold harmless such Indemnified Party from and against such Damages; providedPROVIDED, howeverHOWEVER, that 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 Article 11 Section 8 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will be reduced by the net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damagesprogram; providedprovided further, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if any Indemnified Party will have received any payment pursuant to this Article 11 with respect to any Damages and will subsequently have received insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will 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 other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 11 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, that 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 Article 11 with respect to such Damages.

Indemnification Payment Adjustments. The amount of any Damages for which indemnification is provided under this Article 11 will be reduced by the net insurance proceeds received and any other amount recovered, if any, by the Indemnified Party with respect to any Damages; provided, however, that the foregoing will not under any circumstances reduce the Damages for which either Party is obligated to indemnify the other to the extent the insurance proceeds received result from a self-insurance program or are required to be repaid to the insurer upon recovery of Damagesprogram; providedprovided further, however, that to the extent that an insurance claim would be made under a self-insurance program, an Indemnified Party will not be subject to an obligation to pursue an insurance claim relating to any Damages for which indemnification is sought hereunder, and provided further that the Indemnifying Party will reimburse the Indemnified Party for the present value of any increased premiums directly attributable to such claims for the five year period following such increase, discounted at a 15% discount rate. To the extent the preceding sentence is applicable, if any Indemnified Party will have received receives any payment pursuant to this Article 11 with respect to any Damages and will subsequently have received receives insurance proceeds or other amounts with respect to such Damages, then such Indemnified Party will 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 other amounts received and the amount of the payment by such Indemnifying Party pursuant to this Article 11 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, that 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 Article 11 with respect to such Damages.