Common use of Reduction of Damages Clause in Contracts

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. Any To the extent any Damages of an Indemnified Party are reduced by receipt of payment under insurance policies, which payments are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment, such payments (net of the expenses of the recovery thereof) (such net payment, a Parent Indemnified Person "REIMBURSEMENT") shall be reduced by credited against any such Damages; PROVIDED, HOWEVER, the amount pendency of any increased Tax refunds such payments shall not delay or any reduction reduce the obligation of Tax liabilities the Indemnifying Party to make payment to the Indemnified Party in respect of such Damages. The Indemnified Party shall use commercially reasonably efforts (a “Tax Benefit”) actually realized by such Parent but in no event shall the Indemnified Person Party be required to sue xxx insurer or its Affiliates as a result agent, unless the Indemnifying Party agrees to pay all reasonable costs and expenses in connection therewith, including reasonable attorneys' fees) to pursue payment under or from any insurer 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. In the case any event shall have occurred which would otherwise entitle either party to assert a Parent claim for indemnification hereunder, no Damages shall be deemed to have been sustained by such party to the extent of any actual Tax savings realized by such party with respect thereto (the "TAX BENEFIT"), but such Damages shall be increased by such an amount necessary in order for the Indemnified Person or Party to receive a net payment, after paying any Taxes resulting from its receipt of its Affiliates actually realizes any Tax Benefit that was not included in indemnification payment for such Damages, equal to the computation amount of Damages that have been paid, Parent shall pay to the Paying Agent for the distributions to the Securityholders otherwise determined in accordance with this SECTION 8.2(c)(iv). The Tax losses, deductions, credits or other items of the Securityholders’ Pro Rata Share Indemnified Party resulting from Damages shall be deemed to be realized proportionately with any other Tax losses, deductions, credits or other items available to the Indemnified Party. To the extent there is a determination (as defined in Section 1313(a) of the Code or any comparable provision of state, local or foreign law) disallowing the Tax Benefit, the Indemnifying Party shall refund to the Indemnified Party the amount of such Tax Benefit. The amount any related reduction 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 Damages previously allowed pursuant 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 PeriodSECTION 8.2(c)(iv).

Reduction of Damages. (a) Any Damages of a Parent an Indemnified Person Party shall be reduced by receipt of applicable payment under insurance policies or from third parties (net of the expenses of the recovery thereof) not affiliated with the Indemnified Party. If indemnification payments shall have been received prior to the collection of such proceeds, the Indemnified Party shall promptly remit to the Indemnifying Party the amount of any increased Tax refunds or any reduction such proceeds (net of Tax liabilities (a “Tax Benefit”the cost of collection thereof) actually realized by such Parent Indemnified Person or its Affiliates as a result to the extent of indemnification payments received in respect of such Damages. If a Parent The Indemnified Person Party shall use commercially reasonable efforts to (i) collect insurance proceeds available to offset such Damages under insurance policies maintained by the Indemnified Party (i.e., the Indemnified Party shall respond to such Damages in the same manner as it would respond to such Damages in the absence of the indemnification provided for in this Article XI) and (ii) recover from third parties alleged to be responsible for such Damages. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Damages. (b) Any Damages of an Indemnified Party shall be reduced by any Tax benefit that the Indemnified Party or any of its Affiliates actually realizes any Tax Benefit that was not included in as a result of the computation of Damages that event giving rise to indemnification. If indemnification payments shall have been paid, Parent shall pay received prior to the Paying Agent for realization of such Tax benefit, the distributions Indemnified Party shall remit to the Securityholders in accordance with Indemnifying Party, within thirty (30) days after the Securityholders’ Pro Rata Share filing of the Tax Return on which such Tax benefit is actually realized, the amount of such Tax Benefitbenefit. 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 Parties shall use their commercially reasonable efforts to claimrealize any Tax benefit that would have the effect of reducing any Damages. For purposes of this Section 11.05(b), a Tax benefit shall equal the actual reduction in Income Taxes payable by the Indemnified Party and its Affiliates on their Tax Returns for the Tax year of the event giving rise to indemnification and shall be computed by comparing the Income Taxes the Indemnified Party and its Affiliates paid for such Tax year with the amount of Income Taxes the Indemnified Party and its Affiliates would have paid for the same Tax year if the event giving rise to indemnification had not occurred. (c) No Indemnified Party will be entitled to indemnification under this Article XI if such indemnification would result in duplicative recovery for the same Damages. (d) In no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and cause in no event shall “Damages” be deemed to include, (a) consequential, incidental or indirect damages, lost profits or punitive, special or exemplary damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Parent Indemnified Person Damages or their Affiliates to claim(b) in the case of Buyer, any Tax Benefit that will give rise to a reduction in Damages loss, liability, damage 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, expense to the extent that included as a Tax Benefit that gives rise liability or expense on the Business Balance Sheet or to a the extent included in the calculation of Final OWC. (e) Any indemnity payment under this Section 11.3 is lost, reduced, or 62 disallowed, the Indemnifying Persons Agreement shall indemnify the Parent Indemnified Person for the amount of such lost, reduced, or disallowed Tax Benefit be treated as if such amount was a Tax incurred in a Pre-Closing Tax Period. Notwithstanding anything in this Agreement an adjustment 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, Purchase Price for 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)purposes.

Reduction of Damages. Any (i) To the extent any Damages of an Indemnified Party are reduced by receipt of payment under insurance policies, which payments are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment, such payments (net of the expenses of the recovery thereof) (such net payment, a Parent Indemnified Person "Reimbursement") shall be reduced credited against any such Damages; provided, however, 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. If any Reimbursement is obtained subsequent to payment by the amount an Indemnifying Party in respect of any increased Damages, such Reimbursement shall be promptly paid over to the Indemnifying Party. (ii) In the case any event shall have occurred which would otherwise entitle either party to assert a claim for indemnification hereunder, no Damages shall be deemed to have been sustained by such party to the extent of (i) any actual Tax refunds or any reduction of Tax liabilities (a “Tax Benefit”) actually savings realized by such Parent Indemnified Person or its Affiliates party with respect thereto (the "Tax Benefit") and (ii) in the event of an indemnification claim for Damages for lost profits, any Taxes that would have actually been payable as a result of such Damagesindemnification payment being includible in the taxable income of the Indemnified Party. If a Parent Indemnified Person Except as otherwise set forth in the preceding sentence, if any receipt of Damages are reported as income on Purchaser's or any of Purchaser's Affiliates income tax returns, Damages shall be increased by such an amount necessary in order for the Indemnified Party to receive a net payment, after paying any Taxes resulting from its Affiliates actually realizes receipt of any Tax Benefit that was not included in indemnification payment for such Damages, equal to the computation amount of Damages that have been paid, Parent shall pay to the Paying Agent for the distributions to the Securityholders otherwise determined in accordance with this Section 10.4(d). The Tax losses, deductions, credits or other items of the Securityholders’ Pro Rata Share Indemnified Party resulting from Damages shall be deemed to be realized proportionately with any other Tax losses, deductions, credits or other items available to the Indemnified Party. To the extent there is a determination (as defined in Section 1313(a) of the Code or any comparable provision of state, local or foreign law) disallowing the Tax Benefit, the Indemnifying Party shall refund to the Indemnified Party the amount of such Tax Benefit. The amount any related reduction 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 Damages previously allowed pursuant 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 Period10.4(d).

Reduction of Damages. Any To the extent any Damages of an Indemnified Party are reduced by receipt of payment under insurance policies, which payments are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment, such payments (net of the expenses of the recovery thereof) (such net payment, a Parent Indemnified Person "REIMBURSEMENT") shall be reduced by credited against any such Damages; PROVIDED, HOWEVER, the amount pendency of any increased Tax refunds such payments shall not delay or any reduction reduce the obligation of Tax liabilities the Indemnifying Party to make payment to the Indemnified Party in respect of such Damages. The Indemnified Party shall use commercially reasonably efforts (a “Tax Benefit”) actually realized by such Parent but in no event shall the Indemnified Person Party be required to sue the insurer or its Affiliates as a result agent, unless the Indemnifying Party agrees to xxx all reasonable costs and expenses in connection therewith, including reasonable attorneys' fees) to pursue payment under or from any insurer 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. In the case any event shall have occurred which would otherwise entitle either party to assert a Parent claim for indemnification hereunder, no Damages shall be deemed to have been sustained by such party to the extent of any actual Tax savings realized by such party with respect thereto (the "TAX BENEFIT"), but such Damages shall be increased by such an amount necessary in order for the Indemnified Person or Party to receive a net payment, after paying any Taxes resulting from its receipt of its Affiliates actually realizes any Tax Benefit that was not included in indemnification payment for such Damages, equal to the computation amount of Damages that have been paid, Parent shall pay to the Paying Agent for the distributions to the Securityholders otherwise determined in accordance with this SECTION 8.2(c)(iv). The Tax losses, deductions, credits or other items of the Securityholders’ Pro Rata Share Indemnified Party resulting from Damages shall be deemed to be realized proportionately with any other Tax losses, deductions, credits or other items available to the Indemnified Party. To the extent there is a determination (as defined in Section 1313(a) of the Code or any comparable provision of state, local or foreign law) disallowing the Tax Benefit, the Indemnifying Party shall refund to the Indemnified Party the amount of such Tax Benefit. The amount any related reduction 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 Damages previously allowed pursuant 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 PeriodSECTION 8.2(c)(iv).