Insurance Proceeds and Tax Benefits. Payments by either Party to the other Party with respect to which such Party has an indemnification obligation under this ARTICLE VIII, shall be limited to the amount of any liability or damage that remains after deducting therefrom an amount equal to any insurance proceeds or other similar payments received and any current cash Tax benefit realized as a result of such Losses by such Indemnified Party (as defined below) in the fiscal year in which such Losses were incurred. Each Party shall use its Commercially Reasonable Efforts to recover under insurance policies or similar agreements for any Losses prior to seeking indemnification under this Agreement. If the Indemnified Party receives insurance proceeds for Losses after an indemnification payment for such Losses has been made by the Indemnifying Party (as defined below) to the Indemnified Party, the Indemnified Party will refund the Indemnifying Party the amount of such insurance proceeds received by the Indemnified Party.
Insurance Proceeds and Tax Benefits. The amount payable to an Indemnified Party by the Indemnifying Party in respect of any Indemnifiable Losses shall be reduced by the amount of any insurance or other indemnification proceeds theretofore or thereafter actually received by the Indemnified Party from a third party. Where any Tax benefit is realized by an Indemnified Party with respect to an indemnifiable event, the amount of the Indemnity Payment shall be reduced by an amount determined so that the Indemnified Party is left in the same after-Tax position as the one in which it would have been in if no Indemnity Payment were due. Where an Indemnified Party is taxed on the receipt of an Indemnity Payment, the Indemnifying Party shall, in addition to the Indemnity Payment, pay an additional amount to the Indemnified Party equal to the amount of such tax; provided, however, that the Indemnified Party shall use commercially reasonable efforts to avoid taxation of such Indemnity Payment receipt.
Insurance Proceeds and Tax Benefits. The amount of any Loss or Expense suffered by a Parent Group Member under this Agreement shall be adjusted to reflect (a) any insurance proceeds actually received by the Parent Group Member on account of such Loss or Expense, net of any increases in premiums resulting therefrom, and (b) any realizable Tax benefits or savings resulting from the incurrence, accrual or payment of the Loss or Expense or any realizable Tax detriment or cost resulting from the incurrence, accrual or payment of the Loss or Expense. The Parent Group Member shall promptly make a claim for any Loss or Expense suffered by it under any applicable insurance policies.
Insurance Proceeds and Tax Benefits. Notwithstanding any other provision in this Agreement to the contrary, the amount of Damages for which an Indemnifying Party is liable hereunder will be computed (i) net of any insurance proceeds actually received by such Indemnified Party in connection with the event or circumstances giving rise to the right of indemnification, and (ii) net of any Tax benefit actually received (offset by any Tax detriment actually suffered) by such Indemnified Party by reason of the event or circumstances giving rise to the right of indemnification.
Insurance Proceeds and Tax Benefits. The amount of Losses for which any Indemnified Person is entitled to indemnification under this Agreement shall be reduced by the amount of (i) insurance proceeds actually received by any such Indemnified Person in respect of any such Losses (net of any applicable deductibles or similar costs of recovery and expenses incurred by any such Indemnified Person in connection with recovering such insurance proceeds (such net insurance proceeds, as so reduced, the "Net Insurance Proceeds")) and (ii) any Tax Benefit actually received by the Indemnified Person or any its Affiliates (on a consolidated basis) on account of such Loss. In the event that any such insurance proceeds or any such Tax Benefit are not received or realized, as applicable, by an Indemnified Person until after an indemnification claim has been paid hereunder, then the amount of the Net Insurance Proceeds or Tax Benefit, as the case may be, will be applied, first, to refund any payments made by any Indemnifying Person which would not have been paid had such recovery been made or such benefit been realized, as applicable, prior to payment and, second, any excess to the Indemnified Person. 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 with respect to the Tax year of the Indemnified Person during which the indemnification payment is made, and all prior Tax years ending after the Closing Date, in each case computed at the actual Tax rates of the Indemnified Person with respect to the year in which such Tax Benefit was realized.
Insurance Proceeds and Tax Benefits. Payments by an Indemnifying Person pursuant to Section 9.1(a) or Section 9.1(b) in respect of any Loss shall be limited to the amount of any Liability or Damages that remain after deducting therefrom (i) any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Persons in respect of any such claim, if any, and (ii) any Tax Benefit realized by an Indemnified Person with respect to such Losses in the year of payment by an Indemnifying Party hereunder or an earlier year. In any case where an Indemnified Person recovers, under insurance policies (including the RWI Policy) or from other collateral sources, any amount in respect of a matter for which such Indemnified Person was indemnified by the Indemnifying Person, such Indemnified Person shall promptly pay over to the Indemnifying Person the amount so recovered, after deducting therefrom the amount of the expenses incurred by such Indemnified Person in procuring such recovery, including any increased insurance premium or loss of coverage resulting therefrom, but not in excess of the aggregate amount previously paid to such Indemnified Person hereunder in respect of such matter; provided, that the availability of such insurance or collateral sources shall not preclude a claim or recovery on a timely basis against the Indemnifying Person.
Insurance Proceeds and Tax Benefits. Notwithstanding anything to the contrary in the other provisions of this Section 17, the amount that any Hantro Stockholder may be required to pay to any Company Indemnified Person pursuant to this Section 17 shall be reduced (retroactively, if necessary) by any insurance proceeds or refunds actually recovered by or on behalf of the applicable Company Indemnified Person in reduction of the related Company Losses (on an after-Tax basis). If any Company Indemnified Person receives the payment required by this Section 17 from a Hantro Stockholder in respect of Company Losses and subsequently receives insurance proceeds in respect of such Company Losses, then the Company Indemnified Person shall promptly repay to the Hantro Stockholder a sum equal to the amount of such insurance proceeds or refunds actually received, net of costs and expenses and on an after-Tax basis, but not exceeding the amount paid by the Hantro Stockholder to such Company Indemnified Person in respect of such Company Losses. No representation, warranty, covenant, or agreement contained in this Agreement is for the benefit of any insurer. Further, the amount of Company Losses shall be reduced (retroactively, if necessary) by any Tax benefits actually recovered by or on behalf of such Indemnified Person in relation to the claim giving rise to such Company Losses.
Insurance Proceeds and Tax Benefits. The amount of any Loss or Expense suffered by an Optionee Group Member or Company Group Member, as the case may be, under this Agreement shall be adjusted to reflect (a) any insurance proceeds actually received by the Optionee Group Member or Company Group Member on account of such Loss or Expense, net of any increases in premiums resulting therefrom and (b) any realizable Tax benefits or savings resulting from the incurrence, accrual or payment of the Loss or Expense or any realizable Tax detriment or cost resulting from the incurrence, accrual or payment of the Loss or Expense. The Optionee Group Member or Company Group Member, as the case may be, shall promptly make a claim for any Loss or Expense suffered by it under any applicable insurance policies.
