Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss.

Calculation of Losses. The amount of any Loss Losses for which indemnification is provided under this Article VIII VII shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss Losses (net of any Tax or expenses incurred in connection with such recovery). Each Indemnified Person shall take, and shall cause its Affiliates to take, all commercially reasonable efforts to mitigate and otherwise minimize the Losses upon, and after becoming aware of, any event which would reasonably be (a) increased expected to take account of give rise to any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such LossLosses.

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of (a) any amounts actually recovered or recoverable by the Indemnified Party indemnified party under insurance policies with respect to such Loss and shall be (a) increased Loss, as reduced by any increase to take account of any net Tax cost incurred by the Indemnified Party arising insurance premiums payable resulting from the receipt of indemnity payments hereunder (grossed up for such increase) recovery and (b) reduced to take account of any net Tax benefit actually realized by the Indemnified Party arising from indemnified party as a result of the incurrence or payment of any such Loss.

Calculation of Losses. (a) The amount of any Loss Losses for which indemnification is provided under this Article VIII shall (i) be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies or otherwise with respect to such Loss Losses; and shall (ii) be (a) increased to take account reduced by the net present value of any net Tax cost incurred benefits reasonably expected to be realized (computed at the maximum marginal rate then in effect) by the Indemnified Party arising from to the receipt of indemnity payments hereunder (grossed up extent the claim for such increase) and (b) reduced which indemnification is sought gives rise to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence deductible loss, credit or payment of any such Lossexpense.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII VII shall be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies or from any third party with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit Benefit at the time of claim already realized by the Indemnified Party arising from the incurrence or payment of any such Loss.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII 9 shall be calculated net of any insurance proceeds or third-party indemnification, less any costs incurred to recover such amounts recovered or recoverable and any increase in premiums resulting from such claim, solely to the extent actually received by a party seeking indemnification under this Agreement (the “Indemnified Party under insurance policies Party”), with respect to such Loss and Losses. Losses shall be (a) increased not include indirect, punitive or exemplary damages except to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced extent paid or payable to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Lossa third-party.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII IX shall be net of any amounts (i) actually recovered or recoverable by the any Indemnified Party under insurance policies or any other source of indemnification with respect to such Loss including the Alternative Arrangements, and (ii) accrued on the balance sheet of each of the PEP Companies as of the Closing Date and taken into account in the calculation of the Purchase Price with respect to such Loss, and shall be (a) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take into account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such LossBenefit.

Calculation of Losses. (a) The amount of any Loss Losses for which indemnification is provided under this Article VIII IX shall be net of (i) any amounts actually recovered or recoverable by the Indemnified Party under insurance policies or otherwise with respect to such Loss and shall be Losses (a) increased to take account net of any net Tax cost costs or expenses incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder in connection with such recovery (grossed up for such increaseincluding increased premiums) and (bii) reduced to take account of any net Tax benefit benefits actually realized by the Indemnified Party arising from the incurrence or payment of any in connection with such LossLosses.

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII IX shall be net of any amounts recovered or recoverable by the Indemnified Party under any insurance policies policy or against any third party with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss.

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII ARTICLE IX shall be net of any amounts actually recovered or recoverable by the any Indemnified Party under insurance policies or any other source of indemnification with respect to such Loss and shall be (a) increased to take account Loss, less any expenses incurred in pursuing such insurance proceeds or other source of any net Tax cost incurred by indemnification; provided, that the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced shall not be obligated to take account of commence any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of Proceeding to obtain any such Lossremedy.

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII VII shall be net of any amounts recovered or recoverable by the Indemnified Party indemnified party under insurance policies with respect to such Loss. The amount of the Loss and arising out of any item for which the indemnified party has been compensated under Section 1.05 shall be (a) increased to take account calculated net of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Lossamount so included.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts recovered or recoverable by the Indemnified Party indemnified party under insurance policies with respect to such Loss and shall be (ai) increased to take account of any net Tax tax cost incurred by the Indemnified Party indemnified party arising from the receipt of indemnity payments hereunder (grossed up for such increase) ), and (bii) reduced to take account of any net Tax tax benefit realized by the Indemnified Party indemnified party arising from the incurrence or payment of any such Loss.

Calculation of Losses. The amount of any Loss for which indemnification is provided under this Article VIII shall be net of any amounts recovered or recoverable by the Indemnified Party indemnified party under insurance policies with respect to such Loss and shall be (a) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss.

Calculation of Losses. The amount of any Loss Losses for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the Seller Indemnified Party under insurance policies or otherwise with respect to such Loss and shall be Losses (a) increased to take account with such recovered or recoverable amounts being net of any net Tax cost or expenses incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for in connection with such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Lossrecovery).

Calculation of Losses. The amount of any Loss Losses for which indemnification is provided under this Article VIII VII shall be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss Losses (net of any Tax or expenses incurred in connection with such recovery). Each Indemnified Person shall take, and shall cause its Affiliates to take, all commercially reasonable efforts to mitigate and otherwise minimize the Losses upon, and after becoming aware of, any event which would reasonably be (a) increased expected to take account of give rise to any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such LossLosses.

Calculation of Losses. (a) The amount of any Loss Losses for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the Indemnified Party under third-party insurance policies or otherwise with respect to such Loss and shall be (a) increased to take account Losses, net of any net Tax cost deductible or any other expense incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for in obtaining such increase) and (b) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Lossrecovery.

Calculation of Losses. The amount of any Loss Losses for which indemnification is provided under this Article VIII 12 shall be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss Losses and shall be (a) increased any Tax benefit actually received to take account of any net Tax cost incurred by the Indemnified Party by reason of such Losses (less expenses incurred in obtaining such insurance amounts and excluding any Tax benefit arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced to take account of any net a timing difference under Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Losslaw).

Calculation of Losses. The amount of any Loss Losses for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered or recoverable by the Indemnified Party under insurance policies or otherwise with respect to such Loss and Losses but shall not be (a) increased to take account reduced by the net present value of any net Tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (b) reduced benefits realized or expected to take account of any net Tax benefit be realized by the Indemnified Party. The Indemnified Party arising from the incurrence shall use its commercially reasonable efforts to mitigate any Losses and recover under insurance policies or payment of otherwise for any such LossLosses.