Common use of Net Losses and Subrogation Clause in Contracts

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a any Indemnified Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; Losses and (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party, in each case less the out-of-pocket costs reasonably incurred by the Indemnified Person in connection with obtaining such proceeds or recoveries (including the amount of the first retrospective or experience-based insurance premium adjustment to the extent resulting therefrom). Each Indemnified Person (or any of its Affiliates) shall exercise its reasonable best efforts to obtain such proceeds, benefits proceeds and recoveries. If any such proceeds, benefits proceeds or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits proceeds or recoveries (up to the amount of the Indemnifying Person's payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a any Indemnified Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds actually received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; , (ii) any Tax benefit actually realized or to be realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; Losses or by the Indemnified Person (or any of its Affiliates) from any indemnification payment with respect to such Losses and (iii) any recoveries actually obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall shall, upon the request of and at the sole cost and expense of the Indemnifying Person, exercise its commercially reasonable best efforts to obtain such insurance proceeds, tax benefits and recoveriesrecoveries from third parties. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder been paid with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's paymentLosses for which the Indemnified Person had previously been paid).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; and (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third partyThird Party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by any Indemnified Person arising out of a breach of a representation or warranty made in this Agreement by an Indemnifying Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; , (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; , calculated after taking into account the effect of any payment made under Article 12 with respect to such Losses and applying any Tax benefit arising from such Losses on a last -used basis after consideration of all other deductions, credits, carryovers or carrybacks), or, if less, an amount that would leave the Indemnified Person (or its Affiliates) in the same after Tax position as if such Tax benefit had not been realized, and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a any Indemnified Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; , and (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries, which efforts need not be exercised by the Indemnified Person prior to seeking indemnification from the Indemnifying Person pursuant to this Article VIII. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's ’s payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a an Indemnified Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; , (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates; provided, however, that for this purpose only the term "Affiliate" shall not include upstream Affiliates of Purchaser) arising from the facts or circumstances giving rise to such Losses; Losses and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the an Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder from an Indemnifying Person with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's payment). Purchaser shall be obligated under this Section 9.9 notwithstanding Section 9.11(a).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a Person entitled to indemnification hereunder (an "“Indemnified Person"”) shall be calculated after giving effect to: (i) other than in the case of the Buyer suffering any Losses that are attributable to Excluded Liabilities, any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party. Each Indemnified Person shall exercise its commercially reasonable best efforts to obtain such proceeds, benefits and recoveries. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Person providing the indemnification (the "“Indemnifying Person"”) the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Person's ’s payment).

Net Losses and Subrogation. (a) Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by a any Indemnified Person entitled to indemnification hereunder (an "Indemnified Person") shall be calculated after giving effect to: to (i) any insurance proceeds received by the Indemnified Person (or any of its Affiliates) with respect to such Losses; Losses and (ii) any Tax benefit actually realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses; and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other third party, in each case less the out-of-pocket costs reasonably incurred by the Indemnified Person in connection with obtaining such proceeds or recoveries (including the amount of the first retrospective or experience-based insurance premium adjustment to the extent resulting therefrom). Each Indemnified Person (or any of its Affiliates) shall exercise its reasonable best efforts to obtain such proceeds, benefits proceeds and recoveries. If any such proceeds, benefits proceeds or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Person (or such Affiliate) shall promptly pay to the Indemnifying Person providing the indemnification (the "Indemnifying Person") Table of Contents the amount of such proceeds, benefits proceeds or recoveries (up to the amount of the Indemnifying Person's ’s payment).