Common use of Tax and Insurance Benefits Clause in Contracts

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 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.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.