Offsets Against Indemnification Clause Samples

Offsets Against Indemnification. The amount of any Indemnifiable Costs for which indemnification is provided under this Article VIII (a) shall be reduced to take account of any net Tax benefit realized (in the form of a Tax refund, reduction in Taxes payable, or credit against Taxes payable), and shall be increased to take account of any net Tax detriment realized, arising from the incurrence or payment of any such Indemnifiable Costs or from the receipt of any such indemnification payment and (b) shall be reduced by the insurance proceeds received and any other net amount, if any, recovered from third parties, pursuant to acquisition agreements with the Companies or otherwise, by any Indemnified Party (or its Affiliates) with respect to any Indemnifiable Costs. If a Party that has received a payment for an Indemnifiable Cost realizes a Tax benefit after such payment has been received, and such Tax benefit was not previously netted against such payment, such Party shall promptly pay over to the Party that made the payment an amount equal to the amount of such Tax benefit. If any Indemnified Party shall have received any indemnification payment pursuant to this Article VIII with respect to any Indemnifiable Costs, such Indemnified Party shall, upon written request by the Indemnifying Party, assign to such Indemnifying Party (to the extent of the indemnification payment) any claim which such Indemnified Party may have under any applicable insurance policy or other agreement which provides coverage for such Indemnifiable Costs to the extent of such indemnification payment, to the extent such assignment is permissible (and if not permissible, the Indemnified Party shall use commercially reasonable efforts at the Indemnifying Party’s expense to recover such amounts on behalf of the Indemnifying Party). Such Indemnified Party shall reasonably cooperate (at the expense of the Indemnifying Party) to collect under such insurance policy or agreement prior to or contemporaneously with seeking indemnification against an Indemnifying Party. If any Indemnified Party shall have received any payment pursuant to this Article VIII with respect to any Indemnifiable Costs and has or shall subsequently have received insurance proceeds or other amounts with respect to such Indemnifiable Costs, then such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting the amount of the expenses incurred by it in procuring such recovery and any Tax detriment realized),...