Other Matters Concerning Indemnification Sample Clauses

Other Matters Concerning Indemnification. 9.4.1 The amount of any Losses that are subject to indemnification pursuant to Sections 9.2.1 and 9.2.2 and that can be recovered under this Agreement shall be calculated net of the amount of any insurance proceeds, indemnification payments or reimbursements actually received by the Buyer Indemnified Parties from third parties (other than the Indemnifying Parties), but net of any deductible, co-pay, or actual out-of-pocket expenses incurred in collecting such amounts, retroactive premiums and/or any increase in premium. The amount of any Losses recoverable directly from the Participating Holders pursuant to this Agreement shall be net of any insurance proceeds actually received by the Buyer Indemnified Parties from the R&W Insurance Policy. In the event that any such cash insurance proceeds, indemnification payments, or reimbursements are actually received by the Buyer Indemnified Parties subsequent to receipt by such Buyer Indemnified Parties of any indemnification payment hereunder in respect of the claims to which such insurance proceeds, indemnification payments, or reimbursements, the Buyer Indemnified Parties shall remit to the Participating Holders (in the same proportion as such indemnification payments were made by such Participating Holders) the lesser of (a) such proceeds, and (b) the amount of such indemnification claim already paid to the Buyer Indemnified Parties by the Participating Holders. 9.4.2 Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Article IX shall be paid without duplication and in no event shall any Party be indemnified under different provisions of this Agreement for Losses that have already been paid. 9.4.3 Each Person entitled to indemnification pursuant to this Article IX acknowledges and agrees to its Delaware common law duty to mitigate Losses for which such Person is entitled to indemnification. 9.4.4 In no event will the Buyer Indemnified Parties be entitled to recover or make a claim for any amounts in respect of consequential Losses that are not the natural and reasonably foreseeable result of the underlying breach or other indemnifiable event pursuant to Article IX, lost profits, diminutions in value or punitive damages (unless such damages are awarded to a third party pursuant to a Third Party Claim), and no “multiple of profits” or “multiple of cash flow” or other valuation methodology will be used in calculating the amount of a...