Common use of Net Recovery Clause in Contracts

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 Loss shall be net of any amounts recoverable actually recovered by the Indemnified Party under insurance policies, indemnities, reimbursement arrangements, 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. Each The amount of any Loss claimed by any Indemnified Party hereunder shall take, and cause its Affiliates be reduced to take, commercially reasonable measures to mitigate the consequences extent of a Loss (provided, that if such mitigation would require the expenditure of more than de minimis amounts of money, the any Tax savings or benefits actually realized by any Indemnified Party or its Affiliates will not make Subsidiaries that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such expenditures without approval Loss, but solely in the Tax year 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)Loss or any previous Tax year. If the amount to be netted pursuant to this Section 8.09 8.1(d) from any payment required pursuant to this Section 8.09 8.1 is determined only after such payment, the Indemnified Party shall repay the Indemnifying Party (or the Securityholders in case of amount recovered by Buyer or the Company or any of their Affiliates) 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 8.1 had such determination been made at the time of such payment.

Net Recovery. The amount of any Loss for which indemnification is provided under this Section 7.1 shall be net of any amounts recoverable 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 policies with respect to such Loss. Each The amount of any Loss claimed by any Indemnified Party hereunder shall take, and cause its Affiliates be reduced 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, extent the Indemnified Party or its Affiliates will not make recovers any amounts from third parties (including insurers) with respect to the matters relating to 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)Loss. If the amount to be netted hereunder from any payment required under this Section 7.1 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8.09 from any payment required pursuant to this Section 8.09 is determined only after such payment7.1, the Indemnified Party shall repay to the Indemnifying Party 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 7.1 had such determination been made at the time of such payment. No Losses may be claimed under Section 7.1(a)(i) or 7.1(a)(ii) by any Indemnified Party to the extent such Losses are included in the calculation of Closing Net Working Capital Amount, Closing Cash, Closing Indebtedness or Company Transaction Expenses for purposes of determining the Aggregate Consideration Amount such that such Indemnified Party has already been compensated for such Losses.