Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Losses net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Losses net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangements.

Appears in 17 contracts

Samples: Contribution Agreement (Hi-Crush Partners LP), Purchase Agreement (USA Compression Holdings, LLC), Contribution Agreement (USA Compression Partners, LP)

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Calculation of Losses. In calculating amounts payable to an Indemnified Party, the The amount of any indemnified Losses payable by the Indemnifying Party to the Indemnified Party shall be computed net of take into account any (ai) payments actually amounts recovered or recoverable by any the Indemnified Party under any applicable insurance policy policies (with respect to such Losses net third party carriers), (ii) Tax cost incurred by the Indemnified Party arising from the receipt of expenses indemnity payments and (biii) any actual recovery Tax benefit actually realized by any the Indemnified Party arising from the incurrence or payment of any Person with respect to such Losses net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangementsLoss.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Verizon Wireless Inc), Stock Purchase Agreement (Verizon Wireless Inc)

Calculation of Losses. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Losses shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Losses net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Losses net of expensesLosses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangements.

Appears in 2 contracts

Samples: Purchase Agreement (Chesapeake Energy Corp), Purchase Agreement (Chesapeake Energy Corp)

Calculation of Losses. In calculating 7.6.1 The amount of any Loss payable by the Indemnifying Party to the Indemnified Party shall be net of any net amounts payable to actually recovered by the Indemnified Party under applicable insurance policies or from any third parties. The indemnification amount shall also be reduced by any net tax savings (not mere timing differences) realized by an Indemnified PartyParty as a result of any Loss; provided, however, that in determining the amount of such net tax savings, any indemnified Losses taxes payable by the Indemnified Party as a result of the receipt of the indemnification amount shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Losses net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Losses net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangementstaken into account.

Appears in 1 contract

Samples: Contribution and Formation Agreement (Superior Essex Inc)

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Calculation of Losses. In calculating amounts payable to an indemnified party (β€œIndemnified Party”), the amount of any indemnified Losses shall be computed net of (ai) payments actually recovered by any the Indemnified Party under any insurance policy with respect to such Losses net of expenses and Losses, (bii) any prior or subsequent actual recovery by any the Indemnified Party from any Person with respect to such Losses net and (iii) any Tax Benefit to the extent such Tax Benefit is actually recognized in the year of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Losses, including under insurance policies and indemnity arrangementsthe related indemnification payment or earlier.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chesapeake Midstream Partners, L.P.)

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