Losses Net of Insurance. The amount of any Losses for which indemnification is provided under this Article 11 shall be net of any amounts recovered or recoverable by the indemnified party under insurance policies with respect to such Losses.
Losses Net of Insurance. The amount of any and all Losses under this Section 11 shall be determined net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Losses. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses.
Losses Net of Insurance. The amount of any Loss for which indemnification is provided under this Article shall be net of any amounts recovered by the person to be indemnified pursuant to this Article XIII (the "Indemnified Party") under insurance policies with respect to such Loss.
Losses Net of Insurance. The amount of any Loss or Company Loss for which indemnification is provided under Sections 9.2 and 9.3 shall be net of (i) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss or Company Loss (each source named in clauses (i) and (ii), a "Collateral Source") and (iii) an amount equal to the present value of the Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss or Company Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss or Company Loss. Indemnification under this Section 9 shall not be available to the Buyer or the Company, as the case may be, to the extent the party seeking indemnification under this Section 9 fails to first use reasonable efforts to seek recovery from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, that the Indemnifying Party will then be responsible for pursuing such recovery at its own expense. If the amount to be netted hereunder from any payment required under Section 9.2 or 9.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 9, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 9 had such determination been made at the time of such payment.
Losses Net of Insurance. The amount of any Loss for which indemnification is provided under this Article XI will be net of any amounts actually recovered by the Indemnified Party under insurance policies with respect to such Loss.
Losses Net of Insurance. The amount of any Loss for which indemnification is provided under this ARTICLE X shall be net of any amounts recovered by the Indemnitee under insurance policies or in respect of any indemnity or contribution with respect to such Loss.
Losses Net of Insurance. The amount of any and all Losses under this Section 11 and elsewhere under this Agreement shall be determined net of any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses, net of any expenses related to the receipt of such proceeds, and Buyer shall use, and cause its Affiliates to use, commercially reasonable efforts (which the Parties agree does not require Buyer to commence any litigation or other proceeding) to seek recovery under all insurance covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Each Party hereby waives, or will procure the waiver of, any subrogation rights that its insurer may have with respect to any indemnifiable Losses.
Losses Net of Insurance. The amount of any Loss for which indemnification is provided under this Article 9 shall be net of any amounts recovered by the indemnified party under its insurance policies with respect to such Loss after giving effect to any impact of such claims on the indemnifying party's premiums and other costs of insurance. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnified Loss. Any payments made pursuant to this Article 9 shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the indemnified party causes such payment not to constitute an adjustment to the Purchase Price for federal income Tax purposes.
Losses Net of Insurance. The amount of any Losses for which indemnification is provided under this Article VI will be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Losses. Each Indemnified Party will use commercially reasonable efforts to pursue all potential claims under applicable insurance policies with respect to any Losses; provided, however, any Losses incurred by an Indemnified Party will include any economic effect incurred by such party as a result of such pursuit, including, without limitation, any increases in premium amounts.
Losses Net of Insurance. Etc. The amount of any Loss for which indemnification is provided under this Article VI shall be net of (i) in the case of Section 6.1, any reserves established on the Closing Balance Sheet of the Seller, to the extent covering such Loss, (ii) any net insurance proceeds actually collected by the indemnified party covering such loss and (iii) an amount equal to the present value of the net Tax benefit, if any, attributable to such Loss and used by the indemnified party, taking into account the receipt of such recovery; it being understood that each party will use such Tax benefits as promptly as reasonably practicable. If the amount to be netted hereunder from any payment required under Sections 6.1 or 6.2 is determined after payment by the indemnifying party of any amount otherwise required to be paid to an indemnified party pursuant to this Article VI, the indemnified party shall repay to the indemnifying party, promptly after such determination, any amount that the indemnifying party would not have had to pay pursuant to this Article VI had such determination been made at the time of such payment.
