Insurance and Tax Effect. 15.4.1 The amount of any Loss for which indemnification is provided under any of Sections 15.1 or 15.2 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”).
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, Surviving Pubco shall use reasonable best efforts to obtain the maximum recovery under such insurance; provided that KBL Indemnitees 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 KBL or Surviving Pubco 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 Representative. If KBL or Surviving Pubco has received the payment required by this Agreement from the Representative 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 Representative and shall pay to the Representative, 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 Representative 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 (ii) relieved of the responsibility to pay any claims for which it is obligated.
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.
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. 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.
Insurance and Tax Effect. The obligation of the Indemnifying Party to indemnify the Indemnified Party against any Losses under this Article 9 shall be reduced by the amount of any insurance proceeds receivable by the Indemnified Party from third party insurers with respect to such Losses or the underlying factors with respect to such Losses, provided, however, that (i) such reduction in indemnified Loss shall be reversed, and the amount of the indemnified claim shall be resurrected, to the extent that such insurance proceeds are not received by the Indemnified Party within 6 months of the claim submitted therefore, and (ii) the Indemnified Party shall be under no obligation to commence any litigation, arbitration, mediation or other collection action, or otherwise expend any amount to enforce, contest, prosecute or challenge any insurance claim in the event no such insurance proceeds are actually received, or their payment is delayed beyond 6 months from the date of the claim. Further, the obligation of the Indemnifying Party to indemnify the Indemnified Party against any Losses shall be reduced by any and all Tax Benefits delivered by the Indemnified Party for such Losses. Any limitations period for which indemnification is provided in this Agreement in Section 9.1 shall be tolled while during the pendency of any insurance claim until such insurance claim is paid, rejected, or under consideration.
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.
Insurance and Tax Effect. The obligation of the Indemnifying Person to indemnify the Indemnified Person against any Damages under this Article 10 shall:
Insurance and Tax Effect. The indemnification obligations of an Indemnifying Party under this Article 10 shall be adjusted so as to give effect to (a) the amount of Tax benefits actually received by the Indemnified Party (net of any Tax cost associated with the receipt of such Tax benefits) with respect to the event giving rise to the Asserted Liability and (b) any amounts actually recovered by the Indemnified Party under applicable policies of insurance that provide coverage against such Asserted Liability.
