Net Recovery Clause Samples
The Net Recovery clause defines how recoveries from insurance, salvage, or third-party claims are calculated and distributed after a loss. Typically, it specifies that any amounts recovered, such as insurance payouts or compensation from liable parties, are first used to offset the original loss, with any remaining balance allocated according to the agreement between the parties. This clause ensures that the parties avoid double recovery and that losses and subsequent recoveries are fairly and transparently accounted for.
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Net Recovery. A. The amount to which a Buyer Indemnified Party or a Company Indemnified Party may become entitled in respect of any Claim under this Article 9 shall be reduced by any insurance or other third party recovery, reimbursement or benefit received in respect of such Claim (other than any net tax benefit described in Section 9.6(B) below) before the expiration of two years after payment of such Claim by the indemnifying party. The amount of any such recovery, less all reasonable costs, charges and expenses incurred by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, in obtaining such recovery from the third party, shall be repaid by the relevant Buyer Indemnified Party or Company Indemnified Party, as the case may be, to the relevant indemnifying Party promptly upon the receipt thereof from the third party.
B. The amount of any Claim for which indemnification is provided shall be (A) increased to take account of any net tax cost incurred by the indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net tax benefit realized by the indemnified party arising from the incurrence or payment of any such Loss. In computing the amount of any such tax cost or tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the indemnified party has Actually Realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have "Actually Realized" a net tax cost or a net tax benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to the indemn...
Net Recovery. The amount which an Indemnified Party shall be entitled to receive from an Indemnifying Party under this Article XI with respect to a Liability shall be net of any recovery actually received by such Indemnified Party from third parties (including insurance proceeds, counterclaims, subrogation actions and the like) after all costs of collection on account of such Liability.
Net Recovery. If this agreement is approved without modification, the net settlement to the claimant will be $[enter gross settlement amount excluding legal fee], less any outstanding child support obligations.
Net Recovery. The amount to which an Indemnified Party may become entitled hereunder shall be net of any recovery (whether by way of payment, discount, credit, set-off, counterclaim or otherwise, but excluding tax benefit) received from a third party (including any insurer) in respect of such claim. The Indemnified Party shall promptly repay any such recovery to the Indemnifying Party to the Indemnifying Party, less all reasonable costs, charges, and expenses incurred by the Indemnified Party in obtaining such recovery from the third party.
Net Recovery. The amount of any Loss shall be net of any amounts recoverable by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, or contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a party or has rights with respect to such Loss. Each Indemnified Party shall take, and cause its Affiliates to take, commercially reasonable measures to mitigate the consequences of a Loss (provided, that if such mitigation would require the expenditure of more than de minimis amounts of money, the Indemnified Party or its Affiliates will not make such expenditures without approval of the Indemnifying Party, in which such case expenses, if so approved and made, shall be deemed indemnified Losses paid by the Indemnifying Party hereunder). If the amount to be netted pursuant to this Section 8.09 from any payment required pursuant to this Section 8.09 is determined only after such payment, the Indemnified Party shall repay the Indemnifying Party promptly (but in any event within five (5) Business Days after such determination) any amount that the Indemnifying Party would not have had to pay or that would not have been deducted from the then-available portion of the Indemnity Holdback Note, as applicable, pursuant to this Section 8.09 had such determination been made at the time of such payment.
Net Recovery. The amount to which any Indemnified Party may become entitled under this Section 7 shall be net of any recovery (whether by way of payment, discount, credit, set-off, tax benefit, counterclaim or otherwise) received from a third party (including any insurer or taxing authority) in respect of such claim. The amount of any such recovery, less all reasonable costs, charges and expenses incurred by the Indemnified Party in obtaining such recovery from the third party shall be repaid by the Indemnified Party to the Indemnifying Party promptly upon receipt thereof from the third party. Upon making any indemnity payment the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against any third party that is not an affiliate of the Indemnified Party or an insurer of the Indemnified Party in respect of the Loss to which the indemnity payment relates; provided, however, that
(i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Loss, and
(ii) until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment will be subrogated and subordinated in right of payment to the Indemnified Party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.
Net Recovery. Damages shall be calculated net of actual recoveries under existing insurance policies (net of any actual collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums).
Net Recovery. The amount of any Loss for which indemnification is provided under this Article 7 shall be net of any amounts reasonably recoverable by the Claiming Party under insurance policies with respect to such Loss; provided, however, that in the case of Buyer or Parent recovering under any insurance policies maintained by Buyer or Parent, any such recovery shall be deemed to be eighty percent (80%) of any such amounts actually received by Buyer or Parent. If the amount to be netted hereunder from any payment required under this Article 7 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to a Claiming Party pursuant to this Article 7, the Claiming 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 7 had such determination been made at the time of such payment. The amount of any Loss shall be reduced to take account of any net Tax benefit, to the extent such benefit arises from (i) the incurrence or payment of any such Loss or (ii) any correlative adjustments or changes in Tax treatment that occur as a result of the adjustment or change giving rise to such Loss.
Net Recovery. The amount to which an Indemnitee may become entitled hereunder shall be net of any recovery (whether by way of payment, discount, credit, set-off, or counter-claim) received from a third party (including any insurer) in respect of such claim. Any such recovery shall promptly be repaid by the Indemnitee to the Indemnitor, less all reasonable costs, charges and expenses incurred by the Indemnitee in obtaining such recovery from the third party.
Net Recovery. With respect to each indemnification obligation contained herein or in any Conveyance Document, all Losses shall be net of any third-party insurance proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification.