Reduction of Losses. To the extent any Losses of a Seller Indemnitee 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 relevant Seller Indemnitee, such payments (net of the expenses of the recovery thereof) shall be credited against such Losses and, if indemnification payments shall have been received prior to the collection of such proceeds, the relevant Seller Indemnitee shall remit to the Buyer the amount of such proceeds (net of the cost of collection thereof) to the extent of indemnification payments received in respect of such Losses.
Reduction of Losses. The amount of any Losses incurred by an Indemnified Party shall be reduced by: (i) the net after-tax amount such Indemnified Party actually recovers from any insurer for such Losses (less the out-of-pocket costs of recovering such amounts and net of any increases to premiums resulting from the receipt of such payments), including any amount recovered under the R&W Policy; and (ii) any net Tax benefit actually received by an Indemnified Party as a result of the matters giving rise to the indemnity Claim, provided that such Tax benefit is received in the year that the relevant Losses are incurred or a prior year.
Reduction of Losses. The Purchaser Indemnitees’ Losses otherwise recoverable under Section 8.3.1(e) shall be reduced by (i) any amounts paid to or otherwise actually recovered by (including in the form of royalty reductions or payment offsets) any Purchaser Indemnitee in connection with the Designated Action pursuant to the Daravita License Agreement or from Altus Formulations pursuant to the Development and Option Agreement between Altus Formulations Inc. and Seller, dated November 1, 2013, as amended and any license agreement therefrom; (ii) any amounts actually recovered by any Purchaser Indemnitee from a Third Party in connection with the Designated Action; and (iii) the amount of any insurance proceeds paid to any Purchaser Indemnitee relating to the Designated Action, in each case of clauses “(ii)” and “(iii)” net of any amounts spent in obtaining such amounts (including the cost of the insurance policy) and any increase in future premiums reasonably attributable to such claim. If any amounts referenced in the preceding clauses (i), (ii) and (iii) are received or recovered after payment by Seller of the full amount otherwise required to be paid to a Purchaser Indemnitee pursuant to Section 8.3.1(e) and this Section 8.6, the Purchaser Indemnitee shall repay to Seller, promptly after such receipt, any amount that Seller would not have had to pay pursuant to Section 8.3.1(e) and this Section 8.6 had such amounts been received prior to such payment.
Reduction of Losses. The Parties have selected arbitration to expedite the resolution of Disputes and to reduce the costs and burdens associated with litigation. The Parties agree that the arbitrators should take these concerns into account when determining whether to authorize discovery and, if discovery is authorized, the scope of permissible discovery and other hearing and pre-hearing procedures. The arbitrators shall render an award, including a written decision, within ninety (90) calendar days after the arbitration notice is provided, unless the Parties otherwise agree or the arbitrators make a finding that a Party has carried the burden of showing good cause for a longer time period.
Reduction of Losses. The Parties have selected arbitration to expedite the resolution of Disputes and to reduce the costs and burdens associated with litigation. The Parties agree that the arbitrators should take these concerns into account when determining whether to authorize discovery and, if discovery is authorized, the scope of permissible discovery and other hearing and pre-hearing procedures. The arbitrators shall render an award, including a written decision, within ninety (90) calendar days after the arbitration notice is provided, unless
Reduction of Losses. The amount of any Losses for which indemnification is provided under this Article X shall be reduced to take account of any net tax benefit realized arising from the incurrence or payment of any such Losses or from the receipt of any such indemnification payment and shall be reduced by the insurance proceeds received and any other amount, if any, recovered from third parties by an Indemnitee (or any of their affiliated entities) with respect to any Losses. The Indemnified Party shall be obligated to use commercially reasonable efforts to prosecute diligently and in good faith claims under any applicable insurance policies (including, without limitation, any applicable insurance policies maintained by either of the Companies or the Surviving Corporation) and against other third parties who may be responsible for Losses prior to collecting indemnification for such Losses under this Article X. If any Indemnitee (or any of their affiliated entities) shall have received any payment pursuant to this Article X with respect to any Loss and shall subsequently have received insurance proceeds or other amounts with respect to such Loss, then such Indemnitee (or its affiliated entities) shall promptly pay over to the Representative (for distribution pro rata to the Shareholders) the amount so recovered but not in excess of the amount previously so paid by the Shareholders.
Reduction of Losses. The amount of Losses otherwise eligible for indemnification under this Article VII shall be reduced by (a) the amount of any insurance proceeds actually recovered by an Indemnified Party in respect thereof, including pursuant to Section 4.14, (b) any Tax-related benefits that the Indemnified Party is reasonably expected to realize as a result of the incurrence of such Losses, and (c) any actual recovery from third Persons (less the fees and expenses incurred to obtain such proceeds). Notwithstanding anything to the contrary in this Agreement, no indemnification shall be made by Sellers with respect to any Losses covered by insurance policies of the Buyer, the Companies or the Company Subsidiaries, and Buyer shall be required to make applicable claims on such insurance policies prior to seeking indemnification from Seller hereunder. To the extent that Sellers indemnify Buyer for Losses hereunder and any of the Buyer, the Companies or the Company Subsidiaries subsequently collects insurance proceeds with respect to the claim upon which Seller’s indemnification was based, Buyer shall reimburse Sellers the amount of the Losses for which Sellers indemnified Buyer within five (5) business days of receipt of such insurance proceeds.
Reduction of Losses. The amount of Losses suffered by Buyers' Protected Parties shall be reduced by the amount, if any, of the recovery (reduced by the cash Taxes actually payable with respect to such recovery and any reasonable expenses actually incurred in obtaining such recovery) Buyers' Protected Parties shall have received with respect thereto from any other person or entity (including any insurance recovery and the present value of any income tax benefit). If such a recovery is received by any of Buyers' Protected Parties after it receives a payment or other credit under this Agreement with respect to Losses, then a refund equal in aggregate amount of the recovery, net of cash Taxes actually payable and expenses actually incurred, shall be made promptly to the CCBG Shareholders in accordance with their Coke Southwest Interests.
Reduction of Losses. The amount of any claim for a Loss under this Agreement shall be reduced (i) (x) if the Purchaser is making the claim for a Loss, to the extent the Purchaser or the Company or its Subsidiaries receive any insurance proceeds with respect to such Loss; or (y) if KEXIM is making the claim for a Loss, to the extent KEXIM receives any insurance proceeds with respect to such Loss; and (ii) to take into account any payment actually received by the applicable party with respect to such Loss.
Reduction of Losses. The amount of Losses payable by the Vendors --------------------- shall be reduced by the aggregate amount of:
(a) any insurance proceeds received by the Purchaser or by the Acquired Corporations or a successor corporations, for and in relation to those Losses, subject to such reduction not resulting in a loss of coverage or reduction of the insurance proceeds received or to be received by the Purchaser or the Acquired Corporations (or a successor corporation) or increase of future insurance premiums which are attributable to such Losses. If insurance proceeds for Losses are received by the Purchase or by the Acquired corporations or a successor corporation after the Vendors have performed their obligations to indemnify under this Agreement in connection with such Losses, then the Purchaser or the Acquired Corporations or a successor corporation, as the case may be, shall remit to the Vendors the amount of such insurance proceeds;
(b) any reduction in Taxes otherwise payable by the Acquired Corporations or a successor corporation arising from or relating to the Loss. Where all or part of the Loss generates a reduction in Taxes the amount of the reduction in Taxes shall reduce the Loss by an equal amount.
