Common use of Losses Net of Insurance, Etc Clause in Contracts

Losses Net of Insurance, Etc. The amount of any loss, liability, claim, damage or expense for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article VII shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article VII (the "Indemnified Party") under insurance policies with respect to such loss, liability, claim, damage or expense and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and arising from the incurrence or payment of any such loss, liability, claim, damage or expense. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced, as the case may be, to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.

Losses Net of Insurance, Etc. The amount of any loss, liability, claim, damage or expense Loss for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article VII 7.2 shall be net of (i) any amounts recovered or recoverable by the Person indemnified 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 actually recovered in respect of such Loss (each source named in clauses (i) and (ii), a “Collateral Source”), (iii) an amount equal to the actual Tax benefit realized with respect to such Loss and (iv) any specific accruals or reserves (or overstatement of liabilities in respect of actual liability) included in the Closing Statement. Subject to the foregoing, the parties shall take and shall cause their Affiliates to take all commercially reasonable steps to (i) mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto and (ii) seek recovery from all Collateral Sources. If the amount to be netted hereunder from any payment required under Section 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VII, 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 VII (had such determination been made at the "Indemnified Party") under insurance policies with respect to such loss, liability, claim, damage or expense and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and arising from the incurrence or payment of any such loss, liability, claim, damage or expense. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced, as the case may be, to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any loss, liability, claim, damage or expense Loss (including any Tax) for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article VII X shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article VII X (the "Indemnified Party") under insurance policies with respect to such loss, liability, claim, damage or expense Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and arising from the incurrence or payment of any such loss, liability, claim, damage or expenseLoss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced, as the case may be, reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.

Losses Net of Insurance, Etc. The amount of any loss, liability, claim, damage damage, expense or expense Tax for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article VII XI shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article VII (the "Indemnified Party") party under insurance policies with respect to such loss, liability, claim, damage damage, expense or expense Tax (collectively, a “Loss”) and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and (including as a result of any basis adjustment) arising from the incurrence or payment of any such loss, liability, claim, damage or expense. Any indemnification payment hereunder shall initially be made without regard Loss to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced, as the case may be, to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has extent actually realized such cost or benefitby the indemnified party. For purposes of this Agreement, an Indemnified Party indemnified party shall be deemed to have "“actually realized" ” a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party indemnified party would be have been required to pay but for the receipt or accrual of the indemnity payment or the incurrence deductibility of any such Loss or Taxes, as the case may be. Any indemnity payment under this Agreement 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 or any of its Affiliates causes any such loss, liability, claim, damage or expensepayment not to be treated as an adjustment to the Purchase Price for United States Federal income Tax purposes.

Losses Net of Insurance, Etc. The amount of any loss, liability, claim, damage or expense Loss for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article VII VIII shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article VII VIII (the "Indemnified Party") under insurance policies with respect to such loss, liability, claim, damage or expense Loss and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and arising from the incurrence or payment of any such loss, liability, claim, damage or expenseLoss. Any indemnification payment hereunder shall initially be made (i) in the case of net Tax costs or benefits, without regard to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced, as the case may be, reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit, and (ii) in the case of insurance amounts not yet recovered, without taking into account such unrecovered insurance amounts, with a future payment to be made by the Indemnified Party to the Indemnifying Party upon the recovery of, and in the amount of, any such insurance amounts. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseLoss.