Losses Net of Insurance, Tax Benefits, Etc Sample Clauses

Losses Net of Insurance, Tax Benefits, Etc. (a) The amount of any Loss for which indemnification is provided under Section 5.13 or 8.2 shall be net of (i) any Tax Benefit (as defined below) inuring to Buyer, the Acquired Companies or any of their Affiliates (other than the Satair JV) and 70.5% of any Tax Benefit inuring to the Satair JV on account of such Loss, (ii) any amounts actually received by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (iii) any insurance or other sources of reimbursement actually received as an offset against such Loss, and (iv) accruals or reserves (or overstatement of liabilities in respect of actual liability) included in the calculation of the Net Working Capital or Business Indebtedness on the Final Closing Statement, provided, however, in the cases of clauses (ii) and (iii), less the reasonable and documented third party costs and expenses of obtaining such amounts or reimbursement. For purposes hereof, a “Tax Benefit” shall be deemed to have been actually realized if, and to the extent, the hypothetical Tax Liability, if any, of the Buyer Parties (or any affiliated, combined, consolidated or unitary group of which any Buyer Party is a member) for any taxable year, calculated without taking into account any Tax items attributable to the indemnifiable Losses (and, for the avoidance of doubt, without taking into account any net operating loss carryovers or carrybacks attributable to a indemnifiable Losses incurred in any prior or subsequent taxable year), exceeds the actual Tax Liability, if any, of the Buyer Parties (or any affiliated, combined, consolidated or unitary group of which any Buyer Party is a member) for such taxable year, calculated by taking into account any Tax items attributable to such indemnifiable Losses (including, for the avoidance of doubt, any net operating loss carryovers or carrybacks attributable to a indemnifiable Losses incurred in any prior or subsequent taxable year (determined by treating such indemnifiable Losses as the last item claimed in any prior or subsequent taxable year)). (b) Buyer shall, and following the Closing shall cause the Acquired Companies and the Satair JV to, seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance recovery is made or a third party payment is received by Buyer, the Acquired Companies or the Satair JV or any of ...
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Losses Net of Insurance, Tax Benefits, Etc. The amount of any Loss for which indemnification is provided under §8.2 or §8.3 shall take into account any Tax benefits actually received in or before the taxable period that includes the indemnity payment (solely through a reduction in cash Tax payments required to be made or an increase in Tax refunds actually received) and net of any cash Tax costs, in each case, as a result of the Loss or receipt of an indemnity payment on a claim therefor, and 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 (each Person named in clauses (i) and (ii), a “Collateral Source”). Indemnification under this Article 8 shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery under all insurance policies. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under §§8.2 or 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under this Article 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 Article 8 had such determination been made at the time of such payment.
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Related to Losses Net of Insurance, Tax Benefits, Etc

  • 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.

  • 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.

  • 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.

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

  • Excess/Umbrella Liability Policies Required insurance coverage limits may be provided through a combination of primary and excess/umbrella liability policies. If coverage limits are provided through excess/umbrella liability policies, then a Schedule of underlying insurance listing policy information for all underlying insurance policies (insurer, policy number, policy term, coverage and limits of insurance), including proof that the excess/umbrella insurance follows form must be provided after renewal and/or upon request.

  • 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.

  • Excess/Umbrella Liability Excess/umbrella liability insurance may be included to meet minimum requirements. Umbrella coverage must indicate the existing underlying insurance coverage.

  • Group Insurance Benefits To determine if a leave under the provisions of the Family and Medical Leave Act will be paid or unpaid leave of absence contact the school district Employee Benefits Department.

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Indemnity Limitation for TIPS Sales Texas and other jurisdictions restrict the ability of governmental entities to indemnify others. Vendor agrees that if any "Indemnity" provision which requires the TIPS Member to indemnify Vendor is included in any TIPS sales agreement/contract between Vendor and a TIPS Member, that clause must either be stricken or qualified by including that such indemnity is only permitted, "to the extent permitted by the laws and constitution of [TIPS Member's State]” unless the TIPS Member expressly agrees otherwise. Any TIPS Sale Supplemental Agreement containing an "Indemnity" clause that conflicts with these terms is rendered void and unenforceable.

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