Losses Net of Insurance, Tax Benefits Sample Clauses

Losses Net of Insurance, Tax Benefits. 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; provided that in no event shall any indemnification payment be delayed in anticipation of the receipt of any such insurance proceeds, and provided further, that in the event a portion of indemnification payment is made with respect to which proceeds are later received, the Indemnitee shall promptly remit payment to the Indemnitor with respect to that portion of such payment which is later covered.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Losses Net of Insurance, Tax Benefits. The amount of any Losses for which indemnification is provided under this Article 15 shall be net of (a) any amounts actually recoverable by the indemnified party under its insurance policies with respect to such Losses and (b) any net Tax Benefit to the indemnified party or its affiliates arising from the incurrence or payment of any 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 indemnified Losses.
Sample 1Sample 2
Losses Net of Insurance, Tax Benefits. Tax Treatment. (a) The amount of any Losses for which indemnification is provided under this Article VI shall be net of any amounts recovered or recoverable with commercially reasonable efforts by the Indemnified Party under insurance policies. Further, the amount of any Losses for which indemnification is provided under this Article VI shall be computed to take account of any net Tax benefit actually realized by the Indemnified Parties in the year it incurs the Losses as the result of being able to deduct the Losses for Tax purposes, if allowed by applicable Law. For purposes of the preceding sentences: (i) the amount of any Tax benefit shall be reduced to the extent the Indemnified Parties actually incurs any Tax detriment as a result of currently including an indemnification payment into income as required by applicable Tax law; and (ii) in computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Losses. (b) All indemnification payments made under this Article VI shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
Sample 1Sample 2
Losses Net of Insurance, Tax Benefits. The amount of any Loss subject to indemnification hereunder shall be calculated net of (i) any net insurance proceeds actually received by the Indemnified Party from any insurer on account of such Loss (as reduced by any related retrospective or prospective increase in premiums and taking into account all costs and expenses reasonably incurred in procuring such proceeds, and (ii) any net Tax benefit recognized by the Indemnified Party arising from the recognition of the Loss (net of all out-of-pocket expenses reasonably incurred in procuring such Tax benefit). An Indemnified Party shall submit claims under and diligently pursue recovery under all insurance policies under which any Losses may be insured.
Sample 1Sample 2
Losses Net of Insurance, Tax Benefits. The amount of any Losses for which indemnification is provided under this Article 8 shall be net of (a) any amounts actually recovered by the indemnified party under its insurance policies with respect to such Losses and (b) any tax benefit actually realized by the indemnified party or its affiliates arising from the incurrence or payment of any 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 indemnified Losses.
Sample 1
Losses Net of Insurance, Tax Benefits. The amount of any Loss for which indemnification is provided to a Parent Indemnified Party or a Stockholder Indemnified Party, as the case may be, under this Article IX shall be (i) increased to take account of any net Tax cost (except as provided below) actually incurred by such Indemnified Party or any Consolidated Tax Group of which it is a member arising from the receipt of indemnity payments hereunder, (ii) reduced to take account of any net Tax benefit actually realized by such Indemnified Party or any Consolidated Tax Group of which it is a member arising from the incurrence or payment of any such Loss, and (iii) net of any amounts recovered by, the such Indemnified Party with respect to such Loss under insurance policies. For the avoidance of doubt, the parties acknowledge and agree that (i) a net Tax cost shall not include any portion of the gain or decrease in the loss, as the case may be, that would be recognized by Parent or any Affiliate of Parent upon a disposition of any shares of stock of the Company, and (ii) an Indemnified Party, in accordance with Section 9.12(k) below, shall not treat the receipt of any indemnity payment hereunder as taxable income to such Indemnified Party unless required to do so by applicable Tax Law. In computing the amount of any such net Tax cost or net Tax benefit, the Indemnified Party shall be deemed to realize all other items of income, gain, loss, deduction or credit before realizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. An Indemnified Party shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable (as determined on a present value basis in the taxable year in which such indemnity payment is made using a discount rate of 7%) 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 or accrual of the indemnity payment or the incurrence or payment of such indemnified amount, as the case may be. An Indemnified Party shall submit claims under and diligently pursue recovery under all insurance policies under which any Losses may be insured.
Sample 1
Losses Net of Insurance, Tax Benefits. Losses indemnifiable pursuant to this Article VII shall be reduced by the amount of (i) insurance proceeds or indemnity, contribution or other similar amounts actually recovered by Parent with respect to the Losses, net of any actual increase in premium, deductible amounts or costs or expenses of recovery (including reasonable attorney and advisor fees) and (ii) any Tax benefit actually realized by the Indemnified Party arising from such Loss in the year of the Loss or the next succeeding taxable year; provided, however, in no event shall any Parent Indemnitee be required to (a) maintain or cause any Person to maintain or carry any specific type or level of insurance coverage following the Closing, or (b) seek recovery (i) under any insurance policy or from other third parties prior to seeking indemnification hereunder or (ii) from any customer, supplier, or other Person with whom such Parent Indemnitee has a business relationship that is material to the Parent Indemnitees taken as a whole, except in connection with any manifest error on the part of any such customer, supplier or other Person. If a Parent Indemnitee recovers, under insurance policies (other than any amounts under the R&W Insurance Policy) or from other collateral sources, any amount in respect of a matter for which such Parent Indemnitee was already indemnified pursuant to Section 7.2(a), Parent shall promptly pay over the amount so recovered (after deducting therefrom the full amount of any increases in premium, deductible amounts or costs or expenses of recovery (including reasonable attorney and advisor fees and the costs and expenses incurred by such Parent Indemnitee in obtaining and paying over the amount of such recovery) (such amount, a “Previously Indemnified Amount”) to the Paying Agent, for further distribution to the Participating Equityholders (other than the holders of In-The-Money Options), and Parent or a Subsidiary of Parent, for further distribution to the holders of In-The-Money Options) through the payroll system of Parent or a Subsidiary of Parent subject to applicable Tax withholding; provided, however, that if such recovery occurs prior to the expiration of the survival periods under Section 7.1 or while any claim by a Parent Indemnitee remains pending in accordance with Section 7.1, then such Previously Indemnified Amount shall be re-deposited in the Indemnity Escrow Account until it is released in accordance with this Agreement and the Escrow Agreement.
Sample 1
AutoNDA by SimpleDocs
Losses Net of Insurance, Tax Benefits. The amount of any Loss for which indemnification is provided under this ARTICLE X shall be net of any amounts recovered or recoverable with commercially reasonable efforts by the Indemnitee under insurance policies or in respect of any indemnity or contribution with respect to such Loss (including under the Transfer Agreement) and shall be reduced to take account of any net Tax benefit (including as a result of any basis adjustment) actually realized by the Indemnitee arising from the incurrence or payment of any such Loss. In computing the amount of any such 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 incurrence or payment of any indemnified Loss.
Sample 1
Losses Net of Insurance, Tax Benefits. The amount of any Loss for which indemnification is provided to a Parent Indemnified Party under this Article 9 shall be net of any immediate tax benefit to the Parent Indemnified Party related to the increase in such Loss to the extent such tax benefit is actually received by the Parent Indemnified Party in the taxable year of receipt of payment of such Loss or any prior taxable year and net of any amounts recovered by the Parent Indemnified Party with respect to such Loss under insurance policies.
Sample 1

Related to Losses Net of Insurance, Tax Benefits

  • Losses Net of Insurance, Etc The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or 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 Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

  • Tax Benefits any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.

  • Insurance, Loss Deductible The Customer shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Contractor providing such insurance. Upon request, the Contractor shall furnish the Customer an insurance certificate proving appropriate coverage is in full force and effect.

  • Deductible An annual deductible of fifty dollars ($50) per person and one hundred fifty dollars ($150) per family applies to State Dental Plan non-preventive services received from in-network providers. An annual deductible of one hundred twenty-five dollars ($125) per person applies to State Dental Plan services received from out of network providers. The deductible must be satisfied before coverage begins.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Indemnifiable Losses 14.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of nonpayment of such losses after a valid notice under this Article 14.3, such event shall constitute a payment default under Article 13.

  • REINSURANCE COVERAGE Reinsurance under this Agreement will apply to insurance issued by Ceding Company on the Plans of Insurance shown in Schedule A. Such Plans of Insurance shall be reinsured with the Reinsurer on an automatic basis, subject to the requirements set forth in Section A below. The specifications for all reinsurance under this Agreement are provided in Schedule A. A. Requirements for Automatic Reinsurance For risks which meet the requirements for automatic reinsurance as set forth below, Reinsurer will participate in a reinsurance Pool whereby Reinsurer will automatically reinsure a portion of the insurance risks as indicated in Schedule A. The requirements for automatic reinsurance are as follows: 1. The individual risk must be a resident of the United States or Canada at the time of application. 2. The individual risk must be underwritten according to the Ceding Company's standard underwriting practices and guidelines. This individual risk will be determined to be a true Table 1,2,3 or 4 based on the Ceding Company's normal underwriting guidelines and will be issued as a Standard Risk. 3. Any risk offered on a facultative basis by the Ceding Company to the Reinsurer or any other company will not qualify for automatic reinsurance under this Agreement for the same risk and same life. 4. The minimum issue age on any risk will be age 5 and the maximum issue age on any risk will be age 75. B. Basis of Reinsurance Reinsurance under this Agreement will be on the basis as stated in Schedule B. C. Policy Forms When requested, the Ceding Company will furnish the Reinsurer with a copy of each policy, rider, rate book, and applicable sales or marketing material that applies to the life insurance reinsured hereunder.

  • Insurance Costs (08/19) Contractor shall be financially responsible for all premiums, deductibles, self-insured retentions, and self-insurance.

  • Insurance Coverages (a) Borrower will maintain such insurance coverages and endorsements in form and substance and in amounts as Lender may require in its sole discretion, from time to time except to the extent such coverages and endorsements are not reasonably commercially available and further provided such coverages and endorsements are not more onerous to Borrower than the types and amounts Lender requires for other properties that are similar in type or location as the Property. Until Lender notifies Borrower of changes in Lender’s requirements, Borrower will maintain not less than the insurance coverages and endorsements Lender required for closing of the Loan except to the extent such coverages and endorsements are not commercially available and are more onerous to Borrower than the types and amounts Lender requires for other properties that are similar in type or location as the Property. (b) The insurance, including renewals, required under this Section will be issued on valid and enforceable policies and endorsements satisfactory to Lender (the "Policies"). Each Policy will contain a standard waiver of subrogation and a replacement cost endorsement and will provide that Lender will receive not less than 30 days’ prior written notice of any cancellation, termination or non-renewal of a Policy or any material change other than an increase in coverage and that Lender will be named under a standard mortgage endorsement as loss payee. (c) The insurance companies issuing the Policies (the "Insurers") must be authorized to do business in the State or Commonwealth where the Property is located, must have been in business for at least 5 years, must carry an A.M. Best Company, Inc. policy holder rating of A-or better and an A.M. Best Company, Inc. financial category rating of (i) Class X or better for all primary liability coverage and the first 80% of liability coverage and (ii) Class VIII or better for all secondary and remaining liability coverage and must be otherwise satisfactory to Lender. Lender may select an alternative credit rating agency and may impose different credit rating standards for the Insurers. Notwithstanding Xxxxxx’s right to approve the Insurers and to establish credit rating standards for the Insurers, Lender will not be responsible for the solvency of any Insurer. (d) Notwithstanding Xxxxxx’s rights under this Article, Xxxxxx will not be liable for any loss, damage or injury resulting from the inadequacy or lack of any insurance coverage. (e) Borrower will comply with the provisions of the Policies and with the requirements, notices and demands imposed by the Insurers and applicable to Borrower or the Property. (f) Borrower will pay the Insurance Premiums for each Policy not less than 30 days before the expiration date of the Policy being replaced or renewed and will deliver to Lender an original or, if a blanket policy, a certified copy of each Policy marked "Paid" not less than 15 days prior to the expiration date of the Policy being replaced or renewed. Borrower shall have the right to pay Insurance Premiums pursuant to an arrangement with one or more finance companies for the financing of certain blanket insurance policies maintained by Borrower under a Property Insurance Sharing Agreement among Borrower and certain of its affiliates (a "Blanket Insurance Premium Financing Arrangement"). Pursuant to such an arrangement Borrower will pay to such finance companies Borrower’s allocable share of the annual initial deposit for the applicable Insurance Premiums (the "Deposit") and Borrower’s allocable share of ten (10) regular monthly payments (the "Regular Payments") due for each blanket policy. The term "Financing Installment" as used herein means 1/12th of the aggregate of the Deposit and the Regular Payments for each annual period, as such amounts may be adjusted as hereafter set forth. Not less than twenty (20) days prior to each renewal date of each blanket policy, Borrower will provide Beneficiary in writing the estimated premium for such blanket policy for the following renewal period, and not less than ten (10) days after the renewal date, Borrower will provide Beneficiary in writing the actual amount of such premium. Borrower will also notify Beneficiary in writing within ten (10) days after any change in the amounts allocated to the Property under the Blanket Insurance Premium Financing Arrangement or any other change in premiums or amounts due from Borrower under the Blanket Insurance Premium Financing Arrangement. Thereafter, the "Financing Installment" shall be adjusted as reasonably determined by Beneficiary. In the event of any material change in the Blanket Insurance Premium Financing Arrangement, the foregoing provisions shall be modified as reasonably determined by Beneficiary in order to carry out the intent and purposes thereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!