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

Losses Net of Insurance, Etc. The amount of any Damages suffered ---------------------------- as a result of an injury to an Indemnitee for which indemnification is available hereunder, shall be net of any insurance proceeds, if any, actually received by the Indemnitee in respect of such injury and (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase and any tax consequences resulting from any payments pursuant to this Section 11.5(b)) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Damage. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages. 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 Indemnitee or any Affiliate of such Indemnitee causes any such payment not to be treated as an adjustment to the Purchase Price for Federal tax purposes. The purpose of this Section 11.5(b) is to put the Indemnitee in such a position as if the Damage for which indemnification is provided hereunder had not occurred.

Losses Net of Insurance, Etc. The amount of any Damages suffered ---------------------------- as a ----------------------------- result of an injury to an Indemnitee for which indemnification is available hereunder, shall be net of any insurance proceeds, if any, actually received by the Indemnitee in respect of such injury and (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase and an any tax consequences resulting from any payments pursuant to this Section 11.5(b)) 29 and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from the incurrence or payment of any such DamageDamages. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages. 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 Indemnitee or any Affiliate of such Indemnitee causes any such payment not to be treated as an adjustment to the Purchase Price for Federal tax purposes. The purpose of this Section 11.5(b) 29 is to put the Indemnitee in such a position as if the Damage event for which indemnification is provided hereunder and Damages awarded had not occurred.

Losses Net of Insurance, Etc. The amount of any Damages suffered ---------------------------- as a result of an injury to an Indemnitee loss, liability, claim, damage, expense or Tax for which indemnification is available hereunder, provided under this Article XI shall be net of any insurance proceeds, if any, actually received amounts recovered or recoverable by the Indemnitee in indemnified party under insurance policies with respect of to such injury loss, liability, claim, damage, expense or Tax (collectively, a “Loss”) and shall be (ia) increased to take account of any net tax Tax cost incurred actually realized by the Indemnitee indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase and any tax consequences resulting from any payments pursuant to this Section 11.5(b)increase) and (iib) reduced to take account of any net tax Tax benefit (including as a result of any basis adjustment) actually realized by the Indemnitee indemnified party arising from the incurrence or payment of any such DamageLoss. In computing the amount of any such tax Tax cost or tax Tax benefit, the Indemnitee indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified DamagesLoss. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price purchase price for tax Tax purposes, unless a final determination (which shall include the execution of a Form 870-870 AD or successor form) with respect to the Indemnitee indemnified party or any Affiliate of such Indemnitee its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price purchase price for United States Federal tax income Tax purposes. The purpose of this Section 11.5(b) is to put the Indemnitee in such a position as if the Damage for which indemnification is provided hereunder had not occurred.

Losses Net of Insurance, Etc. The amount of any Damages suffered as ---------------------------- as a result of an injury to an Indemnitee for which indemnification is available hereunder, shall be net of any insurance proceeds, if any, actually received by the Indemnitee in respect of such injury and (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase and an any tax consequences resulting from any payments pursuant to this Section 11.5(b)) 29 and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from the incurrence or payment of any such DamageDamages. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damages. 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 Indemnitee or any Affiliate of such Indemnitee causes any such payment not to be treated as an adjustment to the Purchase Price for Federal tax purposes. The purpose of this Section 11.5(b) 29 is to put the Indemnitee in such a position as if the Damage event for which indemnification is provided hereunder and Damages awarded had not occurred.