Net of Insurance. (1) Notwithstanding any other provision in this Agreement (but subject to Section 11(c)(ii)(B) (No Reallocation for Insurance)), all Damages (including without limitation, loss or destruction of, or damage to, CRC's own property) charged to the Operators, under the Expense Statements or otherwise, shall be net of any CRC insurance. It is the intent of the parties (a) for CRC to look first to any insurance proceeds available to it before attempting to recover any such Damages from the Operators and (b) for the Operators' obligation to make direct payment to CRC not to include any obligation to make direct payment for any Damages covered by insurance procured by or on behalf of CRC.
Net of Insurance. The parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article III will be net of Insurance Proceeds that actually reduce the amount of the Loss. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article III (an “Indemnitee”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction of the related Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Article III from an Indemnifying Party in respect of any Loss and subsequently receives Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds recovery had been received, realized or recovered before the Indemnity Payment was made. The parties agree that if any such Insurance Proceeds were paid by an insurance company under a plan, such as a retrospective premium or large deductible program, where such Insurance Proceeds are subsequently billed back to one of the parties by the insurance company, then (i) if billed to the Indemnifying Party, it will pay the insurance company and will not charge such amount to the Indemnitee, or (ii) if billed to the Indemnitee, the Indemnifying Party will pay on behalf of or reimburse, as appropriate, the Indemnitee for such amount.
Net of Insurance. Any calculation of a Loss under this Section 9 shall, in each case, give full effect to any and all insurance proceeds actually received by the Indemnified Party in respect of the Loss (net of the costs of collecting such proceeds). The Indemnified Party shall use its Commercially Reasonable Efforts to collect any insurance proceeds payable to the Indemnified Party in respect of such Loss. If any such insurance proceeds are collected after an indemnification payment is made pursuant to this Section 9, the Indemnified Party shall pay to the Indemnifying Party the amount of such received insurance proceeds (net of the costs of collecting such proceeds), up to the amount of the indemnification payment previously made hereunder. The Parties agree to treat any indemnity payment made pursuant to this Agreement as an adjustment to the Purchase Price, unless otherwise required by Law. Any such Loss shall not take into account, and shall not be increased to reflect, the Tax consequences to the Indemnified Party of the receipt of (or the right to receive) the indemnification payments.
Net of Insurance. Any calculation of a Loss under this Section 12 shall, in each case, give full effect to any and all insurance proceeds received or payable to such Sellers Indemnified Party in respect of the Loss. Any such Loss shall not take into account, and shall not be increased to reflect, the Tax consequences to such Sellers Indemnified Party of the receipt of (or the right to receive) the indemnification payments.
Net of Insurance. The amount of any and all Damages for which indemnification is provided pursuant to this ARTICLE 10 will be net of any amounts actually received by a Seller Indemnitee or Purchaser Indemnitee, as the case may be, with respect to such Damages under insurance policies after giving effect to any deductible, retention or equivalent loss rated premium adjustment and any costs or expenses incurred in recovering such insurance proceeds or indemnification. In any case where an Indemnified Party subsequently recovers from an insurer any amount in respect of a matter with respect to which an Indemnifying Party has indemnified it pursuant to this ARTICLE 10, such Indemnified Party will promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such matter.
Net of Insurance. The amount of indemnification that an Indemnifying Party is required to pay to, for or on behalf of any Indemnified Party under this Section 6 shall be reduced, including retroactively, by (but only to the extent of) any insurance proceeds from a third-party insurer that are actually recovered by such Indemnified Party in reduction of the related Adverse Consequences, net of (a) any increase in insurance premiums due to such Adverse Consequences and (b) the pro rata portion of an insurance premiums actually paid to a third-party insurer related to such insurance proceeds; provided that any reduction under this Section 6.8 shall not be enforceable against any third party insurer having a right of subrogation.
Net of Insurance. The amount of any amounts payable to any Purchaser Indemnitees pursuant to this Article 11 for any Loss will be determined net of any amounts recovered by such Purchaser Indemnitees under insurance policies with respect to such Loss.
Net of Insurance. The amount of Losses for which any Indemnified Party is entitled to indemnification under Section 7.2 shall be offset, on a dollar for dollar basis, against the net of any insurance-proceeds actually received by such Indemnified Party less any expenses incurred in connection with the receipt of such proceeds under any available insurance policies then in effect covering such Losses to which such Indemnified Party is a party; provided, however, that Buyer shall not be required to seek any insurance proceeds.
Net of Insurance. After-Tax Nature of Indemnity Payments. Any payment or indemnity required to be made pursuant to this Article IX shall be net of insurance proceeds received and shall include any amount necessary to hold the Indemnified Party harmless on an after-tax basis from all Taxes required to be paid with respect to the receipt of such payment or indemnity (after taking into account any actual Tax benefit realized by the Indemnified Party as a result of the Loss giving rise to the payment or indemnity).
Net of Insurance. The amount of any indemnity payment made under this Agreement will be reduced by the amount of all insurance proceeds received by the Indemnified Party in respect of the event giving rise to the right of indemnity.
