Insurance and Tax Effect. 14.4.1 The amount of any Loss for which indemnification is provided under Sections 14.1 or 14.2 will be net of any amounts (net of the costs of recovery of such amounts) recoverable by the indemnified party under insurance policies, indemnification agreements or similar arrangements with respect to such Loss (collectively, a “Net Loss”).
14.4.2 Any payments made pursuant to the provisions of this Section 14 will be treated as an adjustment to the total consideration payable to Seller under this Agreement. The amount of any Loss will be reduced to take account of any net Tax benefit (if any) reasonably expected to be realized by the indemnified party arising from the incurrence or payment of any such Net Loss.
Insurance and Tax Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, Parent shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that Parent shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by Parent for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Representatives. If Parent has received the payment required by this Agreement from the Representatives in respect of any Loss and later receives proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Representatives and shall pay to the Representatives, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Representatives pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or
Insurance and Tax Effect. The obligation of any Indemnifying Party to indemnify the Indemnified Party against any Claim under this Article 11 shall be reduced by the full amount of any insurance actually collected at any time (including subsequent to the Claim for indemnification) by the Indemnified Party with respect to such Claim under any applicable policy, less the present value of any increased insurance premium resulting from such Claim. All Claims for indemnification hereunder against any Indemnifying Party shall be reduced to take into account any tax benefits that are actually received and realized at any time (including subsequent to the Claim for indemnification) by the Indemnified Party as a result of such Claim or that would reasonably be expected to be realized in the future as a result of such Claim.
Insurance and Tax Effect. (a) Any payments made pursuant to the provisions of this Article VIII shall be treated as an adjustment to the total consideration payable to the Sellers under this Agreement.
(b) The amount of any Loss for which indemnification is provided under any of Sections 8.1 or 8.2 shall be net of any amounts (net of the costs of recovery of such amounts) recovered by the Indemnified Party under insurance policies with respect to such Loss (collectively, a "Net Loss").
(c) The amount of any Loss shall be (i) increased to take account of the net Tax cost (if any) actually incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit (if any) actually realized by the Indemnified Party arising from the incurrence or payment of any such Net Loss.
Insurance and Tax Effect. The obligation of any Indemnifying Party to indemnify the Indemnified Party against any Loss arising under this Article 8 shall be reduced (a) by the amount of any insurance proceeds irrevocably received from third party insurers by the Indemnified Party with respect to such Loss or the underlying factors with respect thereto under any applicable policy and (b) to take into account any net Tax benefits receivable by the Indemnified Party as a result of Loss or the underlying reasons therefor and taking into account (without duplication) the effect of receiving indemnification hereunder. Parent and Buyer agree to treat all indemnification payments made by Parent pursuant to this Agreement as adjustments to the Purchase Price for all income Tax purposes and to take no position contrary thereto in any Tax Return or proceeding before any Taxing Authority, except as otherwise required by applicable Law or any applicable Order.
Insurance and Tax Effect. (a) To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance, the Indemnitees shall use commercially reasonable efforts to obtain the maximum recovery under such insurance; provided that the Indemnitees shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses.
(b) To the extent that any Losses that are subject to indemnification pursuant to this Article VII are deductible for income tax purposes by an Indemnitee, the amount of any Loss shall be reduced by the income tax savings to such party as a result of the payment of such Loss.
Insurance and Tax Effect. The amount of any Loss subject to indemnification hereunder or of any Claim therefore shall be calculated net of (i) any amounts actually theretofore recovered by an Indemnified Party pursuant to any indemnification by or indemnification agreement with any non-affiliated third party (net of all direct collection expenses), (ii) any insurance proceeds or other non-affiliated third party cash receipts or sources of reimbursement actually theretofore received by an Indemnified Party against such Loss (net of all direct collection expenses) on account of such Loss (each such source named in clauses (i) and (ii), a “Collateral Source”), (iii) any Tax Benefit (as defined below) actually realized by such Indemnified Party or its Affiliates on account of such Loss, and (iv) shall be increased by the amount of an Tax Detriment actually suffered by such Indemnified Party or its Affiliates on account of such Loss. If such Indemnified Party or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to such Indemnified Party, such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid to the Indemnified Party, and “Tax Detriment” shall mean any additional Taxes or costs paid or increase in the amount of Taxes which otherwise would have been paid by the Indemnified Party. The Indemnified Party shall use commercially reasonable efforts to seek full recovery of any Loss from all Collateral Sources covering such Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that a recovery from a Collateral Source is made by such Indemnified Party or its Affiliates with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of all direct collection expenses) shall be made promptly to the Indemnifying Party.
Insurance and Tax Effect. The amount of any Loss for which ------------------------ indemnification is provided under Section 8.1 or 8.2 shall be (a) net of any amounts recovered by the indemnified party under insurance policies with respect to such Loss and (b) reduced to take account of any net Tax benefit (if any) actually realized by the indemnified party arising from the incurrence or payment of such Loss.
Insurance and Tax Effect. The amount of any Losses for which indemnification is provided under this Article 8 shall be net of any (a) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification or other agreement with, any third party, (b) Tax benefits actually realized by the Indemnified Party with respect to such Losses, and (c) amounts actually recovered from insurance proceeds in respect of such Losses (in each case net of any costs incurred to recover such amounts). The party seeking indemnification under this Article 8 shall use commercially reasonable efforts (but shall not have to commence any litigation or arbitration) to make a claim for recovery of the amounts described in Section 8.5(b) and 8.5(c). The parties acknowledge and agree that no right of subrogation shall accrue and inure to the benefit of any source of any such amounts hereunder.
Insurance and Tax Effect. The obligation of the Indemnifying Party to indemnify the Indemnified Party against any Losses under this Article 8 shall be reduced by (a) the amount of any insurance proceeds received by the Indemnified Party from third party insurers with respect to such Losses or the underlying factors with respect thereto and (b) the amount of any Tax benefit actually realized by the Indemnified Party or its Affiliates arising in connection with the accrual, incurrence, or payment of any such Losses. The Indemnified Party and any of its Affiliates shall be deemed to have “actually realized” a Tax benefit to the extent that that the amount of Taxes payable by such Indemnified Party or its Affiliate currently or over time (as determined on a present value basis in the taxable year in which such indemnity payment is made using a discount rate of 5%) is reduced below the amount of Taxes that such Indemnified Party or its Affiliate would be required to pay but for the accrual, incurrence, or payment of such indemnified amount.
