Net Recovery. The amount which an Indemnified Party shall be entitled to receive from an Indemnifying Party under this Article X with respect to any indemnifiable Liability shall be net of any recovery actually received by such Indemnified Party from unaffiliated third parties (including insurance proceeds (except from self-insurance programs), counterclaims, subrogation actions, warranties and indemnification from, and other claims against, third parties and the like).
Net Recovery. The amount of any Loss shall be net of any amounts actually recovered 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 (“Alternative Arrangements”) with respect to such Loss (in each case, net of any costs and expenses incurred in connection with the collection of any such amounts, and net of any increase in insurance premiums as a result of such Loss). Additionally, the amount of any Loss claimed by any Indemnified Party hereunder shall be reduced to the extent of any Tax savings or benefits actually realized (determined on a “with and without” basis) by any Indemnified Party or its Affiliates that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such Loss in the year the indemnity payment is made or in any prior year. If the amount to be netted pursuant to this section from any payment actually recovered pursuant to this section is determined only after such payment, the Indemnified Party shall repay the Indemnifying Party (or the Paying Agent in trust for the Sellers as disbursing agent in the case of amounts actually recovered by Buyer or the Company or any of their Affiliates for the benefit of and distribution to the Sellers) 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 have been deducted from the relevant payment to the Sellers or Optionees. In the event of any breach giving rise to an indemnification obligation under this Article XI or the right to make a claim against any deferred payments, the Indemnified Party shall use, and shall cause its respective Affiliates to use, commercially reasonable efforts to mitigate the Losses of the related breach for which indemnification may be sought hereunder upon becoming aware of any event which would reasonably be expected to, or does give rise thereto (including taking reasonable steps to, the extent consistent with sound business judgment, incur costs only to the extent necessary to remedy the breach which gives rise to the Loss).
Net Recovery. If this agreement is approved without modification, the net settlement to the claimant will be $[enter gross settlement amount excluding legal fee, e.g., $65,000.00], less any outstanding child support obligations.
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 of any Indemnifiable Losses for which indemnification is provided under Section 3.03 shall be net of any amounts actually recovered by the Indemnified Parties (i) under any insurance policies, including, but not limited to, FHA Insurance, with respect to such Indemnifiable Losses or (ii) pursuant to the related Assumed Contract or in accordance with the related Assumed Obligations. The Indemnified Parties shall (i) use commercially reasonable efforts to make any and all insurance claims relating to any claim for which it is seeking indemnification under this Article III and (ii) pursue reimbursement for any Indemnifiable Losses in accordance with the terms of the related Assumed Contract or Assumed Obligation, as applicable, to the fullest extent permitted thereunder prior to seeking indemnification under Section 3.03. The amount of any Indemnifiable Losses claimed by an Indemnified Party hereunder shall be reduced to the extent the Indemnified Parties have actually recovered any amounts from third parties with respect to the matters relating to such Indemnifiable Losses. In the event an Indemnified Party subsequently recovers any Indemnifiable Loans from third parties in respect of which it has been previously indemnified hereunder, the Indemnified Party shall forward any such proceeds received by it to the Indemnifying Party within five (5) Business Days of receipt.
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.
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.
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.
