Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered.
Insurance; Tax Benefits. In the event and to the extent that the Seller Indemnifying Parties shall be liable to indemnify the Parent Indemnified Parties pursuant to this Agreement, such Dollar amounts shall be reduced by any proceeds from insurance or tax benefits received by the Parent Indemnified Parties.
Insurance; Tax Benefits. (a) Notwithstanding anything set forth in this Agreement to the contrary, Losses of the CBNA Indemnified Parties shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any CBNA Indemnified Party is a party or has rights) actually received by the CBNA Indemnified Parties in connection with the facts giving rise to the right of indemnification, and Losses of the Buyer Indemnified Parties shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Buyer Indemnified Party is a party or has rights) actually received by the Buyer Indemnified Parties in connection with the facts giving rise to the right of indemnification. Each Indemnified Party shall use its reasonable best efforts to take all actions reasonably necessary to file claims pursuant to any applicable insurance policies. If, after using such reasonable best efforts, the Buyer Indemnified Parties are unable to obtain recovery Buyer or CBNA reasonably believes is available under an applicable insurance policy, then at CBNA’s request, Buyer shall, and shall cause its Affiliates to, reasonably cooperate with CBNA to take such actions as CBNA may reasonably request (in each case at CBNA’s expense), including filing lawsuits or facilitating subrogation to the extent permitted by applicable Law, in order to obtain recovery under the applicable insurance policies.
Insurance; Tax Benefits. Section 125 The benefits provided to employees by Section 125 of the Revenue Act of 1978 shall be made available to all teachers in South Xxxxx Schools. An amount not to exceed 50% of salary may be set aside by the employee for the selection of benefits under Section 125 of the Internal Revenue Code which are non-taxable benefits of major-medical, long-term disability, short term disability, Section 79 Life, non-reimbursed medical expenses, and dependent care. All administrative fees shall be paid by the board. The plan shall be for a period of one year and be subject to review and renewal.
Insurance; Tax Benefits. The amount of any Losses for which indemnification is provided under this ARTICLE XI shall be reduced by any amounts recoverable by the Indemnified Party or any of its Affiliates from any third party (including under any insurance policy). If the amount with respect to which any claim is made under this ARTICLE XI gives rise to a Tax Benefit to the Indemnified Party that made the claim, such Indemnified Party shall refund to the Indemnifying Party the amount of such Tax Benefit when, as and if actually realized. “Tax Benefit” means, with respect to any Indemnified Party, an amount by which the Tax liability of such Indemnified Party (or group of Affiliates including such Indemnified Party) is actually reduced (including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise), net of any increase in such party’s Tax liability, as a result of its receipt of payment for the applicable indemnity claim (but in any case, not below zero).
Insurance; Tax Benefits. The amount of any indemnity provided in Section 9.1 or Section 9.3 (i) shall be computed net of any insurance proceeds actually received by an Indemnitee in connection with or as a result of any claim giving rise to an indemnification claim under Sections 9.1 or 9.3 (reduced by the costs of enforcement, deductibles and any retroactive premium increase and further reduced by the net present value of any other premium increase resulting therefrom), as the case may be, and net of any reimbursements that are actually received by an Indemnitee in connection with such Damages or the circumstances giving rise thereto, and (ii) shall be reduced by any net Tax benefits actually realized by the Indemnified Party to the extent the claim for which indemnification is sought gives rise to deductible loss, credit or expense in the taxable period in which such Damage was incurred, as calculated on a with and without basis. If the indemnity amount is paid prior to the Indemnitee’s actual receipt of insurance proceeds related thereto, and an Indemnitee subsequently receives such insurance proceeds, then the Indemnitee shall promptly pay to the Company or Purchaser, as applicable, the amount of insurance proceeds subsequently received (net of all related costs, expenses and other Damages), but not more, in the aggregate, than the indemnity amount paid by the Company or Purchaser, as applicable, to such Indemnitee in respect of such claim. The Parties acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, no Purchaser Indemnitee or Seller Indemnitee shall be obligated hereunder to submit or file any claim for insurance coverage.
Insurance; Tax Benefits. The amount of any Losses giving rise to any indemnification obligation hereunder shall be reduced by an amount equal to any insurance proceeds or other third-party reimbursement actually received by the Indemnified Party with respect to such Losses.
Insurance; Tax Benefits. (a) Notwithstanding anything herein to the contrary, Damages shall be net of any insurance or other recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. If an Indemnified Party shall have used its reasonable best efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Damages in full within 120 days, the Indemnifying Party shall promptly pay upon written request the amount with interest accrued thereon, by which such Damages exceeds the amounts actually recovered.
Insurance; Tax Benefits. Any Indemnified Party having a claim under this Article X shall make a good faith effort to recover all Damages from insurers of such Indemnified Party under applicable insurance policies (whether obtained pursuant to Section 6.7 or otherwise available) so as to reduce the amount of any Damages hereunder. Any indemnification payments made under this Article X shall be paid by the Indemnifying Party net of any Tax benefits if and when actually realized by the Indemnified Party on account of the Damages for which Indemnification is being sought.
Insurance; Tax Benefits i) In calculating the amount of any Loss, there shall be deducted the amount of proceeds actually received under any indemnification arrangement or any insurance policy paid to any Indemnified Party, in the case of any Loss claimed by such Indemnified Party. The reduction specified in this Section 9.8 shall not be applied if to do so would excuse any insurer or indemnitor from any obligation to cover any Loss.
