Insurance and Tax Benefits. Notwithstanding anything herein to the contrary, an Indemnifying Party shall have no liability under this Article VIII to any Indemnified Party with respect to any claim to the extent Indemnified Party (i) receives any insurance proceeds relating to such claim, (ii) receives payment or indemnification from any third party respecting the matter covered by such claim, or (iii) receives any Tax benefit in respect of the subject matter of such claim.
Insurance and Tax Benefits. The amount of any Losses incurred by an Indemnitee shall be reduced by any amount received by the Indemnitee with respect thereto under any insurance coverage or pursuant to any tax benefit available to the Indemnitee relating thereto. The Indemnitees shall use reasonable efforts to collect any amounts available under such insurance coverage and shall take advantage of such tax benefit.
Insurance and Tax Benefits. Any Indemnified Party’s right to indemnification pursuant to this Article VIII will be reduced by all Tax benefits and insurance or other third party indemnification proceeds received by an Indemnified Party as a result of such Damages.
Insurance and Tax Benefits. The amount for which any of the Buyer Indemnitees or the Seller Indemnitees are entitled to indemnification or other compensation under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement shall be reduced by any corresponding (i) tax benefit created or generated or (ii) insurance proceeds realized or that could reasonably be expected to be realized by such party if a claim were properly pursued under the relevant insurance arrangements.
Insurance and Tax Benefits. The amount of any and all Damages shall be determined net of (i) any amounts recovered by the Indemnitee under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) with respect to such Damages, in each case, net of costs of collection resulting from making any claim thereunder, and (ii) any Tax benefits actually recognized by the Indemnitee (or any of its Affiliates) arising from the incurrence or payment of any such indemnifiable Damages by the Indemnitee and any Tax costs actually incurred by the Indemnitee. For purposes of this Section 6.3(h), a Tax benefit shall be deemed to have been actually realized if, and to the extent, the hypothetical Tax liability, if any, of the Indemnitee (or any affiliated, combined, consolidated or unitary group of which the Indemnitee is a member) for any taxable year, calculated without taking into account any Tax items attributable to the indemnifiable Damages (and, for the avoidance of doubt, without taking into account any net operating loss carryovers or carrybacks attributable to a indemnifiable Damages incurred in any prior or subsequent taxable year), exceeds the actual Tax liability, if any, of the Indemnitee (or any affiliated, combined, consolidated or unitary group of which the Indemnitee is a member) for such taxable year, calculated by taking into account any Tax items attributable to such indemnifiable Damages (including, for the avoidance of doubt, any net operating loss carryovers or carrybacks attributable to a indemnifiable Damages incurred in any prior or subsequent taxable year (determined by treating such indemnifiable Damages as the last item claimed in any prior or subsequent taxable year)).
Insurance and Tax Benefits. (a) Nothwithstanding the foregoing, in no event shall an Indemnified Party be entitled to indemnification hereunder to the extent any Losses and Expenses are covered by and actually 49 paid by insurance maintained by the Indemnified Party or any of its Affiliates (an "Insurance Benefit").
(b) The amount of any indemnity payment otherwise required to be made pursuant to this Agreement shall be reduced by the amount of any directly corresponding federal, state or local income tax benefit actually realized by the Indemnified Party or an Affiliate thereof from payment of the liability upon which the claim for indemnity is based, but only to the extent that such income tax benefit results in an actual reduction of income taxes due in the year of payment of the claim for indemnity or in a refund of taxes already paid.
Insurance and Tax Benefits. The amount of any Damages subject to indemnification by the Seller Parties hereunder shall be calculated (i) net of any amounts which are actually received by the Purchaser, the Company or any of their respective subsidiaries (collectively, the “Purchaser Group”) under insurance policies or other collateral sources (such as contractual indemnities of any Person which are contained outside this Agreement and in existence on the date hereof), and (ii) net of any Tax refunds actually realized by the Purchaser Group as a result of the incurrence or payment of any such Damages.
Insurance and Tax Benefits. All amounts to which an Indemnified Party may be entitled pursuant to the provisions of this Article shall be net of (i) any insurance proceeds received with respect thereto, and (ii) any tax benefits actually realized by the Indemnified Party.
Insurance and Tax Benefits. Any indemnification owing to an indemnified party under Section 8(a) or Section 8(b) above shall be net of (i) any Tax refunds, adjustments, benefits, savings or reductions, and (ii) any insurance proceeds (not including any proceeds under any self-insurance arrangement), net of all costs of recovery, in either case to which the indemnified party is entitled by virtue of the event or circumstances giving rise to the claim for indemnification hereunder.
Insurance and Tax Benefits. In calculating the amount of any Covered Loss, there shall be deducted (i) the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy, the RWI Policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (in each case, calculated net of expenses incurred in procuring such payment and any retroactive premium adjustments or chargebacks), in each case relating to the matters described in the Claim Notice and (ii) any Tax benefits actually received in cash or a reduction in Taxes otherwise payable, in each case prior to or within two years of the year in which the indemnification claim is made. The Indemnified Party shall use commercially reasonable to seek to recover any such insurance.
