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)).

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.