Common use of Tax Benefits; Insurance Proceeds and Other Payments Clause in Contracts

Tax Benefits; Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 8 will be net of any Tax Benefit to which an Indemnified Party is entitled by reason of payment of such Loss and any amounts of any insurance proceeds, indemnification payments, contribution payments or reimbursements or payments in kind, actually received (or in the case of a Tax Benefit, actually realized) by the Indemnified Party with respect to such Losses; provided that with respect to Purchaser, after such amounts have been applied towards satisfying the Deductible (subject to the limitations in Section 8.7). In connection therewith, if, at any time following payment in full by the Indemnifying Party of the Losses due under this Agreement, the Indemnified Party receives any Tax Benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements with respect to such Losses which have not been taken into account in determining the liability of the Indemnifying Party, the Indemnified Party will promptly remit to the Indemnifying Party the value of such Tax Benefit or such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party; provided, however, that Purchaser may retain any Tax benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements up to the amount of the Deductible for which indemnification is not provided under Section 8.1 (subject to the limitations in Section 8.7), after which Purchaser shall remit such proceeds to the applicable Seller Indemnified Party in accordance with this Section 8.5(b). Each Party will use (and will cause its Affiliates to use) commercially reasonable best efforts to realize any applicable Tax Benefit; 428928/HOUDMS provided always that (i) such Party shall not be required to make any change to how the Business operates or to change the way in which it manages its Tax affairs in order to claim such a Tax Benefit; and (ii) the Indemnified Party shall have no obligation to provide to any Seller or its Affiliates or any Purchaser or its Affiliates, as the case may be, any Tax Returns in connection with the determination of such Tax Benefit.

Tax Benefits; Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 8 will be net of any Tax Benefit to which an Indemnified Party is entitled by reason of payment of such Loss and any amounts of any insurance proceeds, indemnification payments, contribution payments or reimbursements or payments in kind, actually received (or in the case of a Tax Benefit, actually realized) by the Indemnified Party with respect to such Losses; provided that with respect to Purchaser, after such amounts have been applied towards satisfying the Deductible (subject to the limitations in Section 8.7). In connection therewith, if, at any time following payment in full by the Indemnifying Party of the Losses due under this Agreement, the Indemnified Party receives any Tax Benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements with respect to such Losses which have not been taken into account in determining the liability of the Indemnifying Party, the Indemnified Party will promptly remit to the Indemnifying Party the value of such Tax Benefit or such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party; provided, however, that Purchaser may retain any Tax benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements up to the amount of the Deductible for which indemnification is not provided under Section 8.1 (subject to the limitations in Section 8.7), after which Purchaser shall remit such proceeds to the applicable Seller Indemnified Party in accordance with this Section 8.5(b). Each Party will use (and will cause its Affiliates to use) commercially reasonable best efforts to realize any applicable Tax Benefit; 428928/HOUDMS provided always that (i) such Party shall not be required to make any change to how the Business operates or to change the way in which it manages its Tax affairs in order to claim such a Tax Benefit; and (ii) the Indemnified Party shall have no obligation to provide to any Seller or its Affiliates or any Purchaser or its Affiliates, as the case may be, any Tax Returns in connection with the determination of such Tax Benefit.

Tax Benefits; Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 8 or Article 9 will be net of any Tax Benefit to which an Indemnified Party is entitled by reason of payment of such Loss and any amounts of any insurance proceeds, net Tax benefit arising from the payment of the liability giving rise to the Loss that is actually realized by the Indemnified Party in the taxable year in which such payment is made (and taking into account any Tax cost or liability or reduction in otherwise available Tax benefits by reason of receipt of the indemnification payment hereunder), which net Tax benefit shall be determined on a with-and-without basis, indemnification payments, contribution payments or reimbursements or payments in kind, actually received (or in the case of a Tax Benefit, actually realized) by the Indemnified Party with respect to such Losses; provided that with respect to Purchaser, after such amounts have been applied towards satisfying the Deductible (subject minus any out-of-pocket expenses and attorneys’ fees incurred relating to the limitations in Section 8.7)recovery of such proceeds. In connection therewith, if, at any time following payment in full by the Indemnifying Party of the any amounts of Losses due under this Agreement, the Indemnified Party receives any Tax Benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements with respect relating to the circumstances giving rise to such Losses which have not been taken into account in determining the liability of the Indemnifying PartyLosses, the Indemnified Party will promptly remit to the Indemnifying Party the value of such Tax Benefit or such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party; provided, however, that Purchaser may retain any Tax benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements up to the amount of the Deductible for which indemnification is not provided under Section 8.1 (subject to the limitations in Section 8.7), after which Purchaser shall remit such proceeds to the applicable Seller Indemnified Party in accordance with this Section 8.5(b). Each Party The parties will use (and will cause its their Affiliates to use) commercially reasonable best efforts to realize collect the proceeds of any applicable Tax Benefit; 428928/HOUDMS provided always that available insurance which would have the effect of reducing any Losses (i) such Party shall not be required to make any change to how the Business operates or to change the way in which it manages its Tax affairs in order to claim such a Tax Benefit; and case the net proceeds thereof will reduce the Losses). (ii) the Indemnified Party shall have no obligation to provide to any Seller or its Affiliates or any Purchaser or its Affiliates, as the case may be, any Tax Returns in connection with the determination of such Tax Benefit.h)

Tax Benefits; Insurance Proceeds and Other Payments. The amount of any and all Losses for which indemnification is provided pursuant to this Article 8 or Article 9 will be net of any Tax Benefit to which an Indemnified Party is entitled by reason of payment of such Loss and any amounts of any insurance proceeds, net Tax benefit arising from the payment of the liability giving rise to the Loss that is actually realized by the Indemnified Party in the taxable year in which such payment is made (and taking into account any Tax cost or liability or reduction in otherwise available Tax benefits by reason of receipt of the indemnification payment hereunder), which net Tax benefit shall be determined on a with-and-without basis, indemnification payments, contribution payments or reimbursements or payments in kind, actually received (or in the case of a Tax Benefit, actually realized) by the Indemnified Party with respect to such Losses; provided that with respect to Purchaser, after such amounts have been applied towards satisfying the Deductible (subject minus any out-of-pocket expenses and attorneys’ fees incurred relating to the limitations in Section 8.7)recovery of such proceeds. In connection therewith, if, at any time following payment in full by the Indemnifying Party of the any amounts of Losses due under this Agreement, the Indemnified Party receives any Tax Benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements with respect relating to the circumstances giving rise to such Losses which have not been taken into account in determining the liability of the Indemnifying PartyLosses, the Indemnified Party will promptly remit to the Indemnifying Party the value of such Tax Benefit or such proceeds, payments or reimbursements in an amount not to exceed the amount of the corresponding indemnification payment made by the Indemnifying Party; provided, however, that Purchaser may retain any Tax benefit, insurance proceeds, indemnification payments, contribution payments or reimbursements up to the amount of the Deductible for which indemnification is not provided under Section 8.1 (subject to the limitations in Section 8.7), after which Purchaser shall remit such proceeds to the applicable Seller Indemnified Party in accordance with this Section 8.5(b). Each Party The parties will use (and will cause its their Affiliates to use) commercially reasonable best efforts to realize collect the proceeds of any applicable Tax Benefit; 428928/HOUDMS provided always that available insurance which would have the effect of reducing any Losses (i) such Party shall not be required to make any change to how the Business operates or to change the way in which it manages its Tax affairs in order to claim such a Tax Benefit; and (ii) case the Indemnified Party shall have no obligation to provide to any Seller or its Affiliates or any Purchaser or its Affiliates, as net proceeds thereof will reduce the case may be, any Tax Returns in connection with the determination of such Tax BenefitLosses).