TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Indemnified Party hereunder will be reduced (i) to the extent that such Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Indemnified Party or any of his or its assets (E.G., any tax deduction available to such Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Indemnified Party to the extent that such deduction results in a decrease in such Indemnified Party's tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy. Each Indemnified Party will use reasonable efforts to collect any Damages from any available insurer before attempting to collect from the Indemnifying Party at any time. If any Indemnified Party recovers any amount from any insurer after payment to such Indemnified Party by one or more Indemnifying Parties of all Damages suffered or incurred by such Indemnified Party in respect of the matters to which such insurance payment relates, then such Indemnified Party will promptly pay over to such Indemnifying Parties the amount so recovered, to the extent not in excess of the amount previously paid by such Indemnifying Party to such Indemnified Party in respect of such matter.
TAX AND INSURANCE BENEFITS. The amount of any Damages otherwise payable to any Section 9 Indemnified Party hereunder will be reduced (i) to the extent that such Section 9 Indemnified Party actually realizes, by reason of such Damages, any tax benefit that is not offset by any corresponding adjustment of the tax attributes of such Section 9 Indemnified Party or any of his or its assets (e.g., any tax deduction available to such Section 9 Indemnified Party in respect of such Damages will not be deemed to result in a tax benefit to such Section 9 Indemnified Party to the extent that such deduction results in a decrease in such Section 9 Indemnified Party’s tax basis in any securities or other assets), and (ii) by any insurance proceeds actually received by such Section 9 Indemnified Party in respect thereof, to the extent that such reduction is permitted without reduction of the amount of such proceeds payable under the applicable insurance policy.
TAX AND INSURANCE BENEFITS. All indemnification or reimbursement payments required pursuant to this Agreement shall be made net of all cash, tax and insurance benefits received by HIIC, HIEC or their Affiliates. In the event that any claim for indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third person, HIIC, HIEC and their Affiliates shall be required to, and HIIC expressly agrees that it shall, promptly notify the applicable insurance carrier of any such claim or loss and tender defense thereof to such carrier, and shall also promptly notify any potential third party indemnitor or contributor which may be liable for any portion of such losses or claims. HIIC, HIEC and their Affiliates shall be required to, and HIIC expressly agrees that it shall, promptly pursue, at the cost and expense of Parent, such claims diligently and to reasonably cooperate, at the cost and expense of Parent, with each applicable insurance carrier and third party indemnitor or contributor. Notwithstanding Section 9.10(b) and this Section 9.10(c), no Indemnitee shall be required to tender the defense of a Third Party Claim more than once unless so requested by Parent and Parent has acknowledged in writing its liability pursuant to Section 9.10(b) for such Third Party Claim.
TAX AND INSURANCE BENEFITS. All Damages to be paid to RMED or the Surviving Corporation shall be reduced by the actual amount of any income or franchise tax benefit resulting therefrom to RMED or the Surviving Corporation or its affiliates and any insurance proceeds paid to RMED or the Surviving Corporation.
TAX AND INSURANCE BENEFITS. To the extent that an Acquiror Indemnified Person recognizes Tax Benefits as a result of any Damages in any tax year in which or prior to which such Damages were incurred (or in any of the two (2) immediately succeeding tax years), the Acquiror Indemnified Person shall pay the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the Indemnifying Person with respect to such Damages) to the Indemnifying Person as such Tax Benefits are actually recognized by the Acquiror Indemnified Person. For this purpose, the Acquiror Indemnified Person shall be deemed to recognize a Tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Acquiror Indemnified Person’s cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Damages from all taxable years, exceeds the Acquiror Indemnified Person’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Damages for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). The amount of any Damages subject to indemnification under this Section 9 shall be calculated net of any insurance proceeds received on account of such Damages; provided that the amount deemed to be recovered will be net of (i) costs and expenses incurred in obtaining such insurance payments or otherwise required to restore Acquiror to the same economic position as would have existed had such insurance proceeds been collected prior to the settlement of such claim, (ii) the deductible for such policies and any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Damages, all of which shall constitute Damages subject to indemnification hereunder. Acquiror agrees to (and to cause its Subsidiaries to, as may be applicable,) use commercially reasonable efforts to seek recovery under the D&O Tail and the MedMal Coverage for any Damages that may be subject to such recovery under such D&O Tail and the MedMal Coverage to the same extent as Acquiror or its Subsidiary, as applicable, would if such Damages were not subject to indemnification hereunder, taking into consideration the terms of such D&O Tail and MedMal Coverage.
TAX AND INSURANCE BENEFITS. All Damages to be paid to Buyer shall be reduced by the actual amount of any income or franchise tax benefit resulting therefrom to Buyer or its affiliates and any insurance proceeds paid to Buyer.
TAX AND INSURANCE BENEFITS. The amount of any Damages claimed hereunder shall be reduced by the amount of any actual tax savings to the indemnified party that result from the liability that gave rise to such Damages and by the amount received by the indemnified party with respect to such liability under any insurance coverage or from any other party alleged to be responsible therefore. The indemnified party shall use reasonable efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility. If an indemnified party hereunder receives an amount under insurance coverage or from another party with respect to Damages at any time subsequent to its receipt of indemnification for Damages hereunder, then the indemnified party shall promptly reimburse the indemnifying party for any payment made or expense incurred by such Indemnitor in connection with providing such indemnification up to the amount received by the indemnified party from such insurance coverage or party. The parties hereto agree that for purposes hereof, no actual tax savings are realized by an indemnified party as the result of the receipt by an indemnifying party or any indemnification payment for damages.
TAX AND INSURANCE BENEFITS. 33 SECTION 9.7 EXCLUSION OF CERTAIN TYPES OF DAMAGES................................................................33 ARTICLE X MISCELLANEOUS.........................................................................................33
TAX AND INSURANCE BENEFITS. If prior to the date any indemnity payment is to be made by any Indemnifying Party pursuant to this ARTICLE IX, the Indemnified Party or any Affiliate thereof, as a result of the matter that gives rise to the right to indemnification (a) realizes and actually receives a refund with respect to any period or portion thereof following the Closing Date (a "Tax Benefit"), or (b) receives any proceeds from an insurance carrier, such indemnity payment shall be reduced by the amount of such Tax Benefit or insurance proceeds. If, after the Indemnifying Party has already made one or more indemnity payments pursuant to this ARTICLE IX, any Tax Benefit is received or insurance proceeds received by the Indemnified Party with respect to the subject of such indemnity payment, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit or insurance proceeds no later than sixty (60) days after that reduction is realized or proceeds received. At the Indemnifying Party's (or its representative's) reasonable request, the Indemnified Party shall provide the Indemnifying Party (or its representative) with such information as may be reasonably necessary for the Indemnifying Party to verify the amount of such Tax Benefit or insurance proceeds.
TAX AND INSURANCE BENEFITS. The parties shall make appropriate adjustments for (i) any tax benefits or costs realized, (ii) any insurance benefits actually realized by the Indemnified Party, (iii) any recoveries actually received by the Indemnified Person from third parties pursuant to indemnification or otherwise with respect thereto (net of cost of recovery) and (iv) any resultant increase in insurance premiums of the Indemnified Party in determining Losses for purposes of this Article V. In the event an Indemnifying Party pays for an Indemnified Party’s Losses pursuant to this Article V, such Indemnifying Party shall be subrogated to the rights the Indemnified Party has against any insurer or other third party with respect thereto (and, upon the reasonable request of the Indemnifying Party, the Indemnified Party shall take appropriate actions necessary to transfer and assign such rights to the Indemnifying Party).
