Limits on Indemnification; Payment Sample Clauses

Limits on Indemnification; Payment. (a) Except as set forth in clause (b) below and except with respect to a breach of Sellers’ representations, warranties or covenants set forth in Section 3.5, 4.8, 6.14 or 6.16, Sellers shall have no obligation or liability under Section 9.2 unless and until the aggregate amount of the Losses suffered by the Buyer Group exceeds the Threshold Amount; provided, however, that once the amount of such Losses suffered exceeds the Threshold Amount with respect to the Buyer Group Sellers shall be obligated to indemnify the Buyer Group only to the extent that such Losses exceed, and only in amounts that exceed, the Threshold Amount. (b) For purposes of calculating the aggregate amount of Losses claimed against Sellers, the amount of each Loss shall be reduced by (i) any third-party insurance benefits that the Buyer Group received or reasonably expected to be received in respect of or as a result of such Losses, less the reasonable costs incurred by the Buyer Group to recover those insurance benefits to the extent such costs are not otherwise recovered and (ii) any net Tax benefit realized by the Buyer Group in respect of or as a result of such Losses. For this purpose, the amount of any “net Tax benefit” shall be computed assuming the Buyer Group has recognized all other items for the relevant year of income, gain, loss, deduction and credit before recognizing any item with respect to the incurrence of any Loss. Any indemnification payment hereunder shall first be computed without regard to any net Tax benefit that the Buyer Group is entitled to claim with respect to the incurrence of the Loss and Sellers shall be obligated to pay under Section 9.2 an amount computed as if no net Tax benefit will be realized. Buyer then shall be obligated to remit to Sellers the amount of any net Tax benefit it actually realizes within ten (10) Business Days of the date for which a Tax Return for the Buyer Group is filed claiming the net Tax benefit; provided, that the aggregate amount of net Tax benefits paid with respect to any Loss shall not exceed the indemnification payments made to Buyer with respect to such Loss. To the extent that a net Tax benefit actually realized on a Tax Return and paid by Buyer to Sellers is eventually disallowed by any Tax authority or is otherwise permanently lost, such amount shall be treated as a Tax for which Sellers are obligated to indemnify the Buyer under the terms of this Agreement. (c) Except with respect to a breach of Sellers’ representati...