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 Section 8.1 or Section 8.2 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (ii) any insurance proceeds actually received as an offset against such Loss. If the amount to be netted hereunder from any payment required under Section 8.1 or Section 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 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 Article VIII had such determination been made at the time of such payment. The Indemnifying Party may require, as a condition to the provision of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. All payments made pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Law.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 8.1 6.1 or Section 8.2 6.2 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and Third Party, or (ii) any insurance proceeds actually (net of any increase in premiums directly relating to such Loss as reasonably demonstrated by the Indemnified Party) or other funds received directly by the Indemnified Party as an offset against such LossLoss (each Person named in clauses (i) and (ii), a “Collateral Source”). If the amount to be netted hereunder from any payment required under Section 8.1 6.1 or Section 8.2 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 VIIIARTICLE 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 VIII ARTICLE VI had such determination been made at the time of such payment. The Indemnifying Party may require, as a condition to the provision of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. All payments made pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Law.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 8.1 7.2 or Section 8.2 7.3 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (ii) any insurance proceeds actually received as an offset against such LossLoss (a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.1 7.2 or Section 8.2 7.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VIIIVII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationreceipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VIII VII had such determination been made receipt occurred at the time of such payment. Each Party shall use commercially reasonable efforts to mitigate Losses for which it intends to seek indemnification hereunder. The Indemnifying Party may require, as a condition party seeking indemnification under this Article VII shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the provision of indemnification hereunder, extent that the Indemnified Party execute an undertaking consistent such party has already recovered such Losses with its obligations set forth in this Section 8.7. All payments made respect to such matter pursuant to other provisions of this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable LawAgreement.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 8.1 or Section 8.2 shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party (any such third party, a "COLLATERAL SOURCE") and (ii) any insurance proceeds actually received as an offset against 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 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 Section 8.1 or Section 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article 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 Article VIII had such determination been made at the time of such payment. The Indemnifying Party may require, as a condition to the provision of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. All payments made pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Law.

Losses Net of Insurance, Etc. The amount of any Loss for which indemnification is provided under Section 8.1 8.01 or Section 8.2 8.02 shall be net of (ia) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any non-affiliated third party and party, (iib) any insurance proceeds actually received as an offset against such Loss, in each case, net of any costs of recovery and (c) any Tax benefit actually realized by the Indemnified Party or its Affiliates with respect to such Losses. If the amount to be netted hereunder from any payment required under Section 8.1 8.01 or Section 8.2 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article ARTICLE 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 Article ARTICLE VIII had such determination been made at the time of such payment. The payment solely to avoid duplicative recovery for the same Loss, but not in excess of any amount previously so paid by the Indemnifying Party may require, as a condition to the provision or on behalf of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. All payments made pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Lawrespect of such matter.

Losses Net of Insurance, Etc. The amount of any Loss Losses for which indemnification is provided under Section 8.1 or Section 8.2 this Agreement shall be net of (i) any amounts actually recovered by the Indemnified Party pursuant from third parties (including amounts actually recovered under insurance policies, but only to the extent any indemnification by or indemnification agreement with any third party and (ii) any recovered insurance proceeds actually received as an offset against exceed costs of collecting such Lossproceeds and premium increases, whether retrospective or prospective, that result from the claim for such proceeds) with respect to such Losses. If any such insurance proceeds and/or other amounts are received by the amount to be netted hereunder from any payment required under Section 8.1 or Section 8.2 is determined Indemnified Party after payment by the any Indemnifying Party of any amount otherwise required to be paid to an the Indemnified Party pursuant to this Article VIII, the Indemnified Party shall repay to the such Indemnifying Party, promptly after receipt of such determinationinsurance proceeds and/or other amounts, any the amount that the such Indemnifying Party would not have had to pay pursuant to this Article VIII had such determination insurance proceeds and/or other amounts been made at the time of such payment. The Indemnifying Party may require, as a condition to the provision of indemnification hereunder, that received by the Indemnified Party execute prior to such Indemnifying Party’s payment under this Article VIII. This Section 8.5 shall not limit, delay or otherwise affect the rights of any such Indemnified Party to recover from an undertaking consistent with its obligations set forth in this Section 8.7. All payments made Indemnifying Party pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable LawVIII.