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

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named in clauses (i), (ii) and (iii), a “Collateral Source”). If the amount to be netted hereunder from any payment required under Sections 8(b) or 8(c) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8, 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 8 had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which ---------------------------- indemnification is provided under this Section 8 Article VII shall be net of (i) in the case of Section 8(b)7.1, any accruals or reserves on the Closing Date Balance Sheet Annual Financial Statements which relate specifically relating to such matterLoss, (ii) any amounts recovered by the Indemnified Party (as such term is defined in Section 7.5 of this Agreement) pursuant to any indemnification by or indemnification agreement with any third party and party, (iii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement received recovered as an offset against such Loss and (and no right b) the net present value of subrogation shall accrue any increase in insurance premiums payable by the Indemnified Party which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurer or third party indemnitor hereunder) insurance proceeds paid on account of such Loss (each such source Person named in clauses (i), (ii) and (iii), a “"Collateral Source”)") and (iv) an amount equal to the Tax benefit, if any, attributable to such Loss. If the amount to be netted hereunder from any payment required under Sections 8(b) 7.1 or 8(c) 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 Section 8Article 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 Section 8 Article VII had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 9.1 or Section 9.2 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party, (iiiii) any insurance proceeds (net of any increase in premiums directly relating to such Loss as reasonably demonstrated by the Indemnified Party) or other cash receipts or sources of reimbursement funds received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source Person named in clauses (i), (ii) and (iiiii), a “Collateral Source”)) and (iii) an amount equal to the present value of the Tax benefit, if any, attributable to such Loss. Indemnification under this ARTICLE IX shall not be available unless the Indemnified Party first uses all commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 8(b) Section 9.1 or 8(c) Section 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8ARTICLE IX, 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 8 ARTICLE IX had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which ----------------------------- indemnification is provided under this Section 8 Agreement shall be net of (i) in the case of Section 8(b)any tax benefit (such as a deduction, credit or deferral) actually realized from any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matterLoss, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party party, and (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (Loss. Each of the Partnership, Vodafone and no right of subrogation Xxxx Atlantic shall accrue to make any insurer or claims for indemnification from a third party indemnitor for insurance proceeds which are available to offset any such Loss and for which it could seek indemnification hereunder) (, and each agrees to pursue such source named claims in clauses (i), (ii) and (iii), a “Collateral Source”)good faith. If the amount to be netted hereunder from any payment required under Sections 8(b) or 8(c) Loss is determined after payment by the Indemnifying Party Indemnitor of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 89.10, the Indemnified Party shall repay to the Indemnifying PartyIndemnitor, promptly after such determination, any amount that the Indemnifying Party Indemnitor would not have had to pay pursuant to this Section 8 9.10 had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 9.01 or 9.02 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party, (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each Person named and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named identified in clauses (i), (ii) and (iiiii), a “Collateral Source”), and (iii) an amount equal to any tax benefit that resulted in an actual reduction in cash payments for Taxes in the same fiscal year such Losses were incurred by the Indemnified Party in connection therewith. Indemnification under this Article IX shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 8(b) 9.01 or 8(c) 9.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8Article IX, 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 8 Article IX had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 7.6, 8.2 or 8.3 shall be net of (i) in the case of Section 8(b), any accruals or reserves on included in the determination of the Closing Date Balance Sheet specifically relating to such matterWorking Capital, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party and Person, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source Person named in clauses (i), (ii) and (iii), a “Collateral Source”), and (iv) an amount equal to the present value of the Tax benefit, if any, attributable to such Loss. Indemnification under this Article VIII shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party shall then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Sections 8(b) Section 7.6, 8.2 or 8(c) 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8Article VIII, 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 8 Article VIII had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that and any indemnification payment made hereunder excess recovery from a Collateral Source shall be treated as an adjustment applied to reduce any future payments to be made by the Purchase PriceIndemnifying Party pursuant to Section 7.6, 8.2 or 8.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 8.1 shall be net of of: (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered actually received by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party; (iiiii) any amounts actually received under any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named in clauses (i), (ii) and (iiiii), a “Collateral Source”); and (iii) accruals or reserves relevant to the claim or demand included on the Closing Balance Sheet. If the amount to be netted hereunder from any payment required under Sections 8(b) or 8(c) is determined after payment by In addition, the Indemnifying Party shall have no liability in respect of any amount otherwise required such Losses to the extent they arise or are incurred as a result of the passing of, or a change in, any applicable Law. The Parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. If, after the Indemnifying Party has paid to an the Indemnified Party any amount pursuant to Article 8, it is determined that all or portion of such payment should not have been made as a result of the actual payment by one or more Collateral Sources and/or the applicability of one or more of the limitations set forth in this Section 88.7, then 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 Article 8 had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 Article VII shall be net of (i) in the case of Section 8(b)7.1, any accruals or reserves on the Closing Date Balance Sheet Annual Financial Statements which relate specifically relating to such matterLoss, (ii) any amounts recovered by the Indemnified Party indemnified party pursuant to any indemnification by or indemnification agreement with any third party and party, (iii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement received recovered as an offset against such Loss and (and no right b) the net present value of subrogation shall accrue any increase in insurance premiums payable by the Indemnified Party (as such term is defined in Section 7.5 of this Agreement) which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurer or third party indemnitor hereunder) insurance proceeds paid on account of such Loss (each such source Person named in clauses (i), (ii) and (iii), a “"Collateral Source”)") and (iv) an amount equal to the Tax benefit, if any, attributable to such Loss. If the amount to be netted hereunder from any payment required under Sections 8(b) 7.1 or 8(c) 7.2 is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party indemnified party pursuant to this Section 8Article VII, the Indemnified Party indemnified party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 8 Article VII had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matterSheet, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party, net of the costs of such recovery, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named in clauses (i), (ii) and (iii), a “Collateral Source”), net of the fees, costs and expenses of defending or pursuing any claim against a Collateral Source. If the amount to be netted hereunder from any payment required under Sections 8(b) or 8(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8, the Indemnified Party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 8 had such determination been made at the time of such payment. Unless prohibited by law, along with the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Pricefees, costs and expenses, if any, of pursuing such claim.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 7 shall be net of (i) in the case of Section 8(b7(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matterSheet, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named in clauses (i), (ii) and (iii), a “Collateral Source”), and (iv) the fees, costs and expenses of defending or pursuing any claim against a Collateral Source. If the amount to be netted hereunder from any payment required under Sections 8(b7(b) or 8(c7(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 87, the Indemnified Party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 8 7 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under this Section 8 9.1 or 9.2 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and party, (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source Person named in clauses (i), (ii) and (iiiii), a “Collateral Source”), and (iii) an amount equal to the present value (utilizing a discount rate equal to the Applicable Rate defined in Section 2.7(d) of the tax benefit, if any, attributable to such Loss. Indemnification under this Article IX shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 8(b) Section 9.1 or 8(c) 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8Article IX, 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 8 Article IX had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.