Common use of Adjustment to Indemnification Payments Clause in Contracts

Adjustment to Indemnification Payments. Any payment made by Transferor pursuant to Section 8.2(a) in respect of any Losses shall be net of any Reserve maintained by Transferor for such Loss or category of Losses. Any payment made by Transferor to the Company Indemnitees, on the one hand, or by the Company to the Transferor Indemnitees, on the other hand, pursuant to this Section 8.2 in respect of any Losses (i) shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such Losses and (ii) shall be (A) reduced by an amount equal to any Tax benefits attributable to such Losses and (B) increased by an amount equal to any Taxes attributable to the receipt of such payment, but only to the extent that such Tax benefits are actually realized, or such Taxes are actually paid, as the case may be, by the Indemnified Party or by a consolidated, combined or unitary group of which the Indemnified Party is a member. The Indemnified Party shall use its reasonable efforts to make insurance claims relating to any Losses for which it is seeking indemnification pursuant to this Section 8.2; provided that the Indemnified Party shall not be obligated to make such an insurance claim if the Indemnified Party in its reasonable judgment believes (based on written advice from insurance brokers or providers) the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the claim for which the Indemnified Party is seeking indemnification. Any amount paid by Transferor pursuant to Section 8.2(a) shall be characterized, for tax purposes, as a contribution to the Company's capital and amounts paid by the Company pursuant to Section 8.2(b) shall be characterized as a return of capital. "Indemnified Party" means a party entitled to indemnification pursuant to this Agreement.

Adjustment to Indemnification Payments. Any payment made by Transferor pursuant to Section 8.2(a) in respect of any Losses shall be net of any Reserve maintained by Transferor for such Loss or category of Losses. Any payment made by Transferor to the Company Indemnitees, on the one hand, or by the Company to the Transferor Indemnitees, on the other hand, pursuant to this Section 8.2 in respect of any Losses (i) shall be net of any insurance proceeds realized by and paid to the Indemnified Party in respect of such Losses and (ii) shall be (A) reduced by an amount equal to any Tax benefits attributable to such Losses and (B) increased by an amount equal to any Taxes attributable to the receipt of such payment, but only to the extent that such Tax benefits are actually realized, or such Taxes are actually paid, as the case may be, by the Indemnified Party or by a consolidated, combined or unitary group of which the Indemnified Party is a member. The Indemnified Party shall use its reasonable efforts to make insurance claims relating to any Losses for which it is seeking indemnification pursuant to this Section 8.2; provided that the Indemnified Party shall not be obligated to make such an insurance claim if the Indemnified Party in its reasonable judgment believes (based on written advice from insurance brokers or providers) the cost of pursuing such an insurance claim together with any corresponding increase in insurance premiums or other chargebacks to the Indemnified Party, as the case may be, would exceed the value of the claim for which the Indemnified Party is seeking indemnification. Any amount paid by Transferor pursuant to Section 8.2(a) shall be characterized, for tax purposes, as a contribution to the Company's capital and amounts paid by the Company pursuant to Section 8.2(b) shall be characterized as a return of capital. "Indemnified Party" means a party entitled to indemnification pursuant to this Agreement.Any