Common use of Reduction of Loss Clause in Contracts

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party.

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), or (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any no obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party. The liability of the Indemnifying Party with respect to any Direct Claim or Third Party Claim shall be reduced by the income tax benefit actually realized by the Indemnified Party as a result of any Losses upon which such Direct Claim or Third Party Claim is based. An income tax benefit shall only be treated as realized if a Loss is deductible in the income tax return for the taxable year of such Loss and if such deduction produces an actual reduction of taxes paid for such year. Calculation of the income tax benefit shall be made by a comparison of the income taxes actually due with the tax returns and the income taxes that would be due if the Loss was not deductible.

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, Parties such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party.

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party.

Reduction of Loss. To the extent any Loss of an Indemnified Party ----------------- is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), or (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any no obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party. The liability of the Indemnifying Party with respect to any Direct Claim or Third Party Claim shall be reduced by the income tax benefit actually realized by the Indemnified Party as a result of any Losses upon which such Direct Claim or Third Party Claim is based. An income tax benefit shall only be treated as realized if a Loss is deductible in the income tax return for the taxable year of such Loss and if such deduction produces an actual reduction of taxes paid for such year. Calculation of the income tax benefit shall be made by a comparison of the income taxes actually due with the tax returns and the income taxes that would be due if the Loss was not deductible.

Reduction of Loss. To The indemnification payments determined to be payable to the Indemnified Party hereunder shall be paid to the Indemnified Party without regard to any expectation that the Indemnified Party will recover insurance proceeds as a result of the matter giving rise to the claim for which indemnification payments are to be made; provided that any Indemnified Party shall use reasonable efforts to seek to recover or make a claim for insurance proceeds as a result of any matter giving rise hereunder to an indemnification claim of the Indemnified Party and, if the Indemnified Party receives any insurance proceeds as a result of the matter giving rise hereunder to any indemnification claim of the Indemnified Party either prior to or after the Indemnified Party has received payment with respect to such indemnification claim, then the Indemnified Party shall deposit, at the next instance in which the Indemnified Party or its Affiliate renews the policy pursuant to which such proceeds are paid or such policy is cancelled, any such insurance proceeds at the direction of the Sellers’ Representative or the Buyer, as applicable, to the extent any Loss of an the payments made to the Indemnified Party is ----------------- reduced on the claim. Any such deposit shall be accompanied by receipt the certificate of payment (i) under insurance policies (net Lazy Days, as acknowledged by the Sellers’ Representative, setting forth in reasonable detail the derivation of any retroactive adjustment or other reimbursement to all amounts so deposited. For the insurer in respect purposes of such payment)this Section 11.7, (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit “insurance proceeds” received by the Indemnified Party shall be equal to the CenterPoint Indemnified Parties, such payments and/or difference between (A) the actual after-tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. The pendency amount of such payments shall not delay or reduce proceeds and (B) the obligation of the Indemnifying Party to make payment to net present value (as determined by the Indemnified Party in respect good faith) of such Loss, and the aggregate incremental premium costs which are incurred by the Companies or the Indemnified Party shall not have any obligation, hereunder following and directly as a consequence of the loss or otherwise, event which gives rise to pursue the payment under or from any insurer or third party in respect of such Lossthe insurance proceeds. The Indemnified Any indemnification payment made by an Indemnifying Party shall cooperate, at no expense be reduced by an amount equal to the Tax Benefit to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such paymentsif any, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (attributable to the extent of amounts theretofore paid by the Indemnifying Party on account of Loss giving rise to such Loss) shall be promptly paid over to the Indemnifying Partypayment.

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), (iipayment),(ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, Parties such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party.

Reduction of Loss. To The amount of Losses payable with respect to any indemnification claim hereunder shall be determined on an after-tax basis, provided, however, that the extent NOL Amount shall not be taken into account in determining the amount of Losses which are the subject of any Loss of an Indemnified Party is ----------------- indemnification claim, and reduced by receipt of payment (i) under insurance policies (net of any 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 Affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) (collectively, "Reimbursements") shall be credited against such Loss. The ; provided, however, (A) 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 Loss, and (y) the Indemnified Party shall not have any Party's only obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party Loss shall cooperate, at no expense be to the Indemnified Party, in any undertake reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third partyefforts. If any insurance or third party reimbursement Reimbursement is obtained subsequent to payment by an Indemnifying Party party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) Reimbursement shall be promptly paid over to the Indemnifying Party. No Indemnified Party shall take any action the sole purpose and intent of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.

Reduction of Loss. To the extent any Loss of an Indemnified Party is ----------------- reduced by receipt of payment (i) under insurance policies (net of any retroactive adjustment or other reimbursement to the insurer in respect of such payment), (ii) from third parties not affiliated with the Indemnified Party, or (iii) the amount of any tax benefit to the CenterPoint Centerprise Indemnified Parties, such payments and/or tax benefits (net of the expenses of the recovery thereof) shall be credited against such Loss. 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 Loss, and the Indemnified Party shall not have any obligation, hereunder or otherwise, to pursue payment under or from any insurer or third party in respect of such Loss. The Indemnified Party shall cooperate, at no expense to the Indemnified Party, in any reasonable efforts of the Indemnifying Party in pursuing such payments, including expressly acknowledging the Indemnifying Party's right and standing to pursue such payments, and the Indemnified Party will use its customary efforts short of litigating with an insurer or third party to collect amounts due from such insurer or third party. If any insurance or third party reimbursement is obtained subsequent to payment by an Indemnifying Party in respect of a Loss, such reimbursement (to the extent of amounts theretofore paid by the Indemnifying Party on account of such Loss) shall be promptly paid over to the Indemnifying Party.