Calculation of Losses; No Duplication of Recovery Sample Clauses

Calculation of Losses; No Duplication of Recovery. The amount of any Losses for which indemnification is provided under this ARTICLE VIII shall be reduced by (a) any amounts recovered by any Indemnitee under insurance policies or from third Persons with respect to such Losses and (b) any tax benefit that would not have arisen but for such Loss. Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. Each Indemnitee shall use commercially reasonable efforts to collect and pay over to an Indemnifying Party any insurance proceeds available with respect to Losses for which indemnification has been provided by such Indemnifying Party under this ARTICLE VIII; provided, however, no Party shall be obligated to make any claim for Losses with any applicable insurer prior to collecting or attempting to collect such Losses from the Indemnifying Party.