Reduction of Damages. Any Damages of a Parent Indemnified Person shall be reduced by the amount of any increased Tax refunds or any reduction of Tax liabilities (a “Tax Benefit”) actually realized by such Parent Indemnified Person or its Affiliates as a result of such Damages. If a Parent Indemnified Person or any of its Affiliates actually realizes any Tax Benefit that was not included in the computation of Damages that have been paid, Parent shall pay to the Paying Agent for the distributions to the Securityholders in accordance with the Securityholders’ Pro Rata Share the amount of such Tax Benefit. The amount of any payment for a Tax Benefit that is due under the prior sentence shall be paid within forty-five (45) days of the due date of the Tax Return with respect to which the Tax Benefit is realized (or, if the Tax Benefit is in the form of an increased refund, within forty-five (45) days of the receipt of such Tax refund from the applicable Tax Authority). Parent and the Surviving Corporation shall use commercially reasonable efforts to claim, and cause any Parent Indemnified Person or their Affiliates to claim, any Tax Benefit that will give rise to a reduction in Damages or a payment under Section 11.3; provided, however, neither Parent, the Surviving Corporation, any Company Subsidiary nor any of their Affiliates shall be obligated to file an amended Tax Return (other than an amended Tax Return of the Company or any Company Subsidiary for a Pre-Closing Tax Period) to claim a Tax Benefit. Subject to the applicable limitations in this Article XI, to the extent that a Tax Benefit that gives rise to a payment under this Section 11.3 is lost, reduced, or 62 disallowed, the Indemnifying Persons shall indemnify the Parent Indemnified Person for the amount of such lost, reduced, or disallowed Tax Benefit as if such amount was a Tax incurred in a Pre-Closing Tax Period. Notwithstanding anything in this Agreement to the contrary, this Section 11.3 shall not be construed to require Parent, the Company or any of their Affiliates to make available any information that Parent, the Company or any of their Affiliates reasonably determines in good faith is confidential or privileged (including, without limitation, Tax Returns and related work papers (other than Tax Returns and related work papers of the Company or any Company Subsidiary for a Pre-Closing Tax Period).
Reduction of Damages. To the extent any Damages of an Indemnified Party are reduced by receipt of payment (i) under insurance policies which are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment, or (ii) from third parties not affiliated with the Indemnified Party, such payments (net of the expenses of the recovery thereof) (such net payment, a "Reimbursement") shall be credited against any such Damages; provided, however, (x) the pendency of such payments shall not delay or reduce the obligation of the Indemnifying Party to make payment to the Indemnified Party in respect of such Damages, and (y) the Indemnified Party shall have no obligation, hereunder or otherwise, to pursue payment under or 66 from any insurer or third party in respect of such Damages. If any Reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of any Damages, such Reimbursement shall be promptly paid over to the Indemnifying Party.
Reduction of Damages. In computing the amount of Damages which are sustained, suffered or incurred by an Indemnitee, the Indemnifying Party or Parties are to be given the benefit of (i) insurance proceeds, if any (up to the maximum amount of Damages), that the Indemnitee shall have the right to receive.
Reduction of Damages. The user is asked to estimate to which extent, in terms of money, the damage to company digital assets will be reduced as a consequence of applying the measure.
Reduction of Damages. 62 SECTION 7.10 SUBROGATION.....................................................63 SECTION 7.11 RIGHT TO SET OFF................................................63 SECTION 7.12 [RESERVED]......................................................63 SECTION 7.13 INDEMNIFICATION PAYMENT AS PURCHASE PRICE ADJUSTMENT............63 ARTICLE VIIIREGISTRATION RIGHTS.............................................................63
Reduction of Damages. For the purpose of relieving each Owner, its directors, officers and employees, of any liability to make contribution to other non-Owner tortfeasors, the release stated in Section 9.01 hereby effects a reduction of all injured Owners’ damages recoverable against all other non-Owner tortfeasors to the extent of the pro rata share of the other Owners, their directors, officers and employees. The provisions of this Section 9.04 are intended to be cumulative to any other release heretofore set out.
Reduction of Damages. In computing Damages under this Agreement, the parties shall take into account (a) any actual third party insurance coverage, which shall be deducted from Damages and (b) payments from any other responsible Persons who are not insurers, parties to this Agreement or Affiliates of any of them, and such Damages shall be reduced by the actual reduction of Taxes payable by the relevant indemnified party in the year incurred as a result of the Damages resulting from the underlying claim.
