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. 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 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. 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 of any Damages subject to indemnification by the Sellers hereunder shall be calculated (i) net of any amounts that have been previously recovered or are recoverable by a Purchaser Indemnitee under insurance policies or other collateral sources (such as contractual indemnities of any Person that are contained outside this Agreement), and (ii) net of any Tax Benefit.
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").
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.
Insurance and Tax Benefits. 49 11.4 Basket, Cap, Time Limitation Not Applicable.............. 49 11.5
Insurance and Tax Benefits. Any payment made under this ARTICLE VIII in respect of any indemnification claim (i) shall be reduced by any insurance proceeds realized by and paid to the Indemnified Party in respect of such claim (determined after giving effect to any increase in premiums resulting therefrom), provided that if a member of the Buyer Group is the Indemnified Party, this clause (i) shall be limited to any insurance proceeds realized by and paid to the Acquired Entities in respect of such claim under the insurance policies listed on Schedule 4.18), and (ii) shall be reduced by an amount equal to any net Tax benefits attributable to such claim, but only to the extent that such Tax benefits are actually realized by the Indemnified Party or by any consolidated, combined or unitary group of which the Indemnified Party is a member, in the Tax year (or the immediately succeeding Tax year) in which such Losses were incurred. The Indemnified Party shall use its commercially reasonable efforts to make insurance claims relating to any claim for which it is seeking indemnification pursuant to this Section 8.2(f).
Insurance and Tax Benefits. The obligations of each Class A and Class P Holder hereunder regarding any Damages will be reduced, including retroactively, by the amount of any insurance proceeds received, directly or indirectly, using commercially reasonable efforts by the Indemnified Party regarding such Damages and the amount of all reductions in Taxes actually recognized by the Recovering Party in the year of such Damages and the two (2) succeeding Tax years as a result of the event giving rise to such Damages. The amount of such insurance proceeds received will be net of any costs and expenses incurred by the Indemnified Party in procuring the same and after giving effect to the impact of such recovery on insurance premiums or other costs of insurance. If the Class A and Class P Holders indemnify the Indemnified Party for any Damages and the Indemnified Party receives any insurance or Tax benefit after such indemnification is made and the aggregate amount of such insurance or Tax benefit plus any indemnification payment made hereunder exceeds the Indemnified Party’s Damages, the Indemnified Party shall pay the Class A and Class P Holders an amount equal to the difference between (A)(1) the aggregate amount of such insurance or Tax benefit, as applicable, plus (2) the amount of the indemnification payment made by the Class A and Class P Holders, less (B) such Indemnified Party’s Damages arising in connection with such indemnification payment.
