Net Amounts. Any amounts recoverable by any party pursuant to this Article XI with respect to any Buyer’s Losses or Sellers’ Losses, as the case may be, shall be decreased by any insurance proceeds or other amounts relating to such Buyer’s Losses or Sellers’ Losses, as the case may be, paid to such Indemnified Party by any Person (other than any Affiliate of such Indemnified Party) not a party to this Agreement.
Net Amounts. 7.1 Notwithstanding the references in Clauses 2 (Reinsurance), 3 (Reinsurance Premiums) and 4 (Reinsurance Claims) to any Premium Payment or Claim Amount and Clauses 5 (Expenses Cashflow) and 6 (Recoveries) to any Expenses Cashflow Amount and Recoveries, becoming due for payment by one party to the other party, the payments to be made by the parties in respect of such amounts shall be determined on a net basis in accordance with Clause 7.2 and, subject to Clauses 3.1 and 8.2, paid in accordance with Clause 7.3 by the last Business Day of each month (the "Netting Day"). The relevant payment obligations of each of PLAE and PLL under Clauses 3 (Reinsurance Premiums), 4 (Reinsurance Claims), 5 (Expenses Cashflow) and 6 (Recoveries) shall be deemed satisfied and discharged by the payment by the relevant party of any such net amount.
7.2 The net amount due (the "Net Amount") on each Netting Day shall be an amount equal to "P", where: P = Q plus R *minus s minus t; Q = the Premium Payment due for payment on the relevant Netting Day from PLAE to PLL under Clause 3 (Reinsurance Premiums); R = amounts Recovered by PLAE and notified to PLL in respect of the relevant Netting Day in accordance with Clause 6 (Recoveries); s = Expenses Cashflow Amount (as determined by PLAE and notified to PLL) arising in respect of the relevant Netting Day; and t = the Claim Amount due for payment on the relevant Netting Day from PLL to PLAE under Clause 4 (Reinsurance Claims).
7.3 Where, in relation to that Netting Day, the Net Amount is:
7.3.1 a positive number, PLAE shall pay PLL; or
7.3.2 a negative number, PLL shall pay PLAE,
7.4 Notwithstanding the provisions in Clauses 2 (Reinsurance), 3 (Reinsurance Premiums), 4 (Reinsurance Claims), 5 (Expenses Cashflow), 6 (Recoveries) or the other provisions of this Clause 7, PLL shall have the right to review the Net Amount and its constituent elements and request from PLAE reasonable supporting evidence of the same. In the event that, following its review under this Clause, PLL disagrees with the Net Amount or any of its constituent elements, the parties shall use reasonable endeavours to agree the correct amounts. If the amounts cannot be agreed within five (5) Business Days, the matter shall be escalated to the parties' respective chief executive officers, who will seek (acting in good faith) to agree the amounts due. For the avoidance of doubt, nothing in this Clause 7.4 shall affect PLL's obligation to first pay the Net Amount in accord...
Net Amounts. The amount of any indemnification payments made pursuant to this Section 5.5 shall be computed net of any insurance proceeds received by the Indemnified Party in connection with such payments. If the amount with respect to which any claim is made under this Section 5.5 (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of the Tax Benefit available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the Indemnifying Party the amount of such Tax Benefit when, as and if realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be redetermined as though both occurred at or prior to the time of the indemnity payment. For purposes of this Section 5.5(d), a "Tax Benefit" means an amount by which the tax liability of the party (or group of corporations including the party) is reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) plus any related interest received from the relevant taxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 5.5(d), a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit will be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the Indemnifying Party shall be liable to refund to the Indemnified Party the amount of any related reduction previously allowed or payments previously made to the Indemnifying Party pursuant to this Section 5.5(d). The amo...
Net Amounts. Any amounts recoverable by any party pursuant to this Article XI with respect to any Buyer's Losses or Seller's Losses, as the case may be, shall be increased by any net tax costs to the Indemnified Party (Taxes incurred with respect to any indemnity payment less tax benefits resulting from the circumstances serving as the basis for such Buyer's Loss or Seller's Loss, as the case may be) and shall be decreased by (i) any net tax benefit to the Indemnified Party (tax benefits less Taxes incurred, as calculated above), and (ii) insurance proceeds or other amounts relating to such Buyer's Loss or Seller's Loss, as the case may be, paid to such Indemnified Party by any Person (other than any Affiliate of such Indemnified Party) not a party to this Agreement.
Net Amounts. Quarter Q1 Q2 Q3 Q4 ------------------------------------------------------------------------------------------------------------------------ Gross Revenues ------------------------------------------------------------------------------------------------------------------------ Deductions from Gross Revenues ------------------------------------------------------------------------------------------------------------------------ Amount Shared with XXXX Com ------------------------------------------------------------------------------------------------------------------------ Amount Shared with BecoCom ------------------------------------------------------------------------------------------------------------------------ FiveCom, Inc. By: _____________________________________ Title: __________________________________ Date: ___________________________________ Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Exhibit 9.2(a) Emergency Maintenance Standards Response Time Emergency response shall be available [**]. XXXX Com will respond immediately to reported or detected service-affecting network troubles. Emergency Maintenance personnel, tools and materials will be dispatched to the trouble site as soon as possible, with best commercial efforts used to have appropriate personnel on-site to assess the trouble and report a response plan to the FiveCom contact within a time interval not to exceed [**] following the initial report. Service Restoration Objective The FiveCom Service Restoration Objective: Customer services restored as soon as possible upon securing safe restoration condition.
Net Amounts. Quarter Q1 Q2 Q3 Q4 -------------------------------------------------------------------------------------------------------------- Gross Revenues -------------------------------------------------------------------------------------------------------------- Deductions from Gross Revenues -------------------------------------------------------------------------------------------------------------- Amount Shared with XXXX Com -------------------------------------------------------------------------------------------------------------- Amount Shared with BecoCom -------------------------------------------------------------------------------------------------------------- FiveCom, Inc. By: ------------------------- Title: ---------------------- Date: ------------------------ Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Emergency Maintenance Standards Response Time Emergency response shall be available [**]. BecoCom will respond immediately to reported or detected service-affecting network troubles. Emergency Maintenance personnel, tools and materials will be dispatched to the trouble site as soon as possible, with best commercial efforts used to have appropriate personnel on-site within a time interval not to exceed [**] following the initial report. Service Restoration Objective The FiveCom Service Restoration Objective: Customer services restored as soon as possible upon securing safe restoration condition. Emergency Communications and Incident Reporting In the event of an Emergency Maintenance situation, BecoCom will use best commercial efforts to perform an initial damage / trouble assessment and report the findings to FiveCom within [**] of the arrival of BecoCom personnel at the trouble location. {Confirm that this is acceptable to BecoCom.} The initial assessment shall minimally include: Nature and cause of the service-affecting trouble Estimated time to achieve restoration of customer service Requirements for additional / special tools, materials or personnel to achieve restoration of customer service Subsequent to the restoration of service, but not later than [**] following the event, BecoCom hall provide FiveCom with documentation of the incident, detailing, at minimum, the following: Cause(s) of the service outage Resolution of the trouble event Subsequent, or follow-up repair requirements and schedule of activities Records updates, as appropriate Emergency Restoration P...
Net Amounts. Section 2.5 Net Value Contingent Payment...............................Section 2.4.1 1933 Act...................................................Section 4.3.3 Notes......................................................Section 2.1.1
Net Amounts. Any amounts recoverable by any party pursuant to this Article XIIIwith respect to any Buyer’ s Indemnified Claims or Members’ Indemnified Claims, as the case may be, shall be decreased by any insurance proceeds (net of collection costs) relating to such Buyer’ s Indemnified Claims or Member Indemnified Claims, as the case may be, which are actually paid to such Indemnitee by any Person (other than any Affiliate of such Indemnitee) not a party to this Agreement.
Net Amounts. The amount of any Damages sustained by an Indemnified Party shall be reduced by any amount actually received by such Indemnified Party or its Affiliates with respect thereto (i) under any insurance coverage relating thereto (other than the Policy) and (ii) from any non-Affiliate Person alleged to be responsible for any Damages, in each case, net of any reasonable and documented out-of-pocket costs, expenses or premiums incurred in connection with securing or obtaining such recovery under such insurance coverage or from such non-Affiliate Person (including any increased premiums resulting therefrom). The Indemnified Parties shall use reasonable best efforts to collect any amounts available under insurance policies or recoverable from non-Affiliate Persons with respect to Damages incurred by such Indemnified Party. If the Indemnified Party or its Affiliates receive any amounts under insurance policies, or from any non-Affiliate Person alleged to be responsible for any Damages, in each case in connection with a matter giving rise to an indemnification payment, but subsequent to such indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or out-of-pocket expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party or its Affiliates, net of any reasonable and documented out-of-pocket costs, expenses or premiums incurred in connection with securing or obtaining such recovery under such insurance coverage or from such non-Affiliate Person (including any increased premiums resulting therefrom).
Net Amounts. Any amounts recoverable by any Party pursuant to this ARTICLE X with respect to any Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, shall be reduced by any insurance proceeds or other amounts relating to such Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, paid to such Indemnified Party by any person (other than any Affiliate of such Indemnified Party) not a party to this Agreement. The increases and decreases under the preceding sentence shall be treated as adjustments to the Purchase Price.
