Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) any amount recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party.

Calculation of Losses. In calculating The amount of any amount indemnifiable hereunder in respect of Losses, such Losses Loss for which indemnification is provided under Article VIII or this Article X shall be reduced by net of (ai) any amount amounts recovered and actually received by the Indemnified Party under applicable any insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery policy with respect to such Loss, and (ii) any amounts actually recovered from other third parties with respect to such Loss. In the event any Indemnified Party is entitled to any insurance proceeds, indemnity payments or any third-party recoveries in respect of any Losses (and the for which such Indemnified Party is entitled to indemnification pursuant to Article VIII or this Article X, such Indemnified Party shall use commercially reasonable efforts to seek obtain, receive or realize such proceeds, payments or recoveries), net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliates. In the event of the occurrence of that any Lossessuch insurance proceeds, indemnity payments or other third-party recoveries are realized by an Indemnified Party shall seek recovery under subsequent to receipt by such Indemnified Party of any and all available third party indemnification payment hereunder in respect of the claims to which such insurance policies or third party indemnification obligations proceeds, indemnity payments or other rights of recovery with respect to such Losses. Each third-party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party recoveries relate, appropriate refunds shall be responsible for Losses made promptly by the relevant Indemnified Parties of an Indemnified all or the relevant portion of such indemnification payment, net of costs incurred by such indemnified Party to the extent caused by unlawful conduct of obtain such Indemnified Partyinsurance proceeds, indemnity payments or other third-party recoveries.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) any amount actually recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available actually realized to the Indemnified Party or its affiliates Affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates Affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates Affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliatesAffiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The amount of any amount Loss for which indemnification is provided under this Article VIII or Article IX shall be net of any amounts recovered by the Indemnified Party or its Affiliates under applicable insurance policies, under policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, Governmental Entity or other rights of recovery Person with respect to such Losses (Loss, and shall be adjusted to take account of the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net actual amount of any deductible Tax benefit or any other reasonable and necessary out-of-pocket expense incurred Tax detriment realized by the Indemnified Party in obtaining or any Affiliate or group of Affiliates of such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with arising from the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with Loss. In computing the amount of any such Tax benefit or without” basis). If an Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or its affiliates receives credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such recovery described Loss or in clause (a) above after an the Tax period any indemnification payment by for such Loss is received, the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party or its affiliates. In the event within ten Business Days of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct utilization of such Indemnified PartyTax benefit.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) any amount recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery with respect to such Losses (and the Indemnified Party The indemnified party shall use commercially reasonable efforts to seek full recovery under all insurance policies any Losses to the same extent as they would if such recoveries)Losses were not subject to indemnification hereunder; provided, that (i) the indemnified party shall in no event be required to (A) maintain any insurance policies, including any insurance policies that provided coverage for NewCo, the Company or any of its Subsidiaries prior to the Closing Date, or (B) assert, or threaten to assert, any action, suit or proceeding against any Person or take any other action that would reasonably be expected to have an adverse impact in any material respect on the relationship between such indemnified party and such other Person or any of their respective Affiliates and (ii) the indemnified party shall be permitted to make claims under this Article X and the indemnifying party shall be required to indemnify the indemnified party under this Article X irrespective of whether the indemnified party has sought recovery under any insurance policy. The amount of any Losses for which indemnification is provided under this Article X shall (i) be net of any deductible or any other reasonable and necessary out-of-pocket expense incurred amounts actually recovered by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery indemnified party under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery otherwise with respect to such LossesLosses (net of any expenses incurred in connection with such recovery) and (ii) be net of any amounts recovered by the indemnified party from other Collateral Sources. Each If amounts are recovered from a Collateral Source after an indemnifying party shall make commercially reasonable efforts makes a payment to mitigate any claim or liability that any such on behalf of an indemnified party asserts under pursuant to this Article IXX, the net proceeds thereof shall promptly be remitted to the indemnifying party that made such payment up to the amount of the indemnification payment made by the applicable indemnifying party (less any costs to recover from such Collateral Source). No Indemnifying Party The parties acknowledge and agree that no right of subrogation to any rights of any party hereunder shall accrue or inure to the benefit of any Collateral Source and no claims of any indemnified party against any Collateral Source shall be responsible for Losses of an Indemnified Party subrogated to the extent caused by unlawful conduct of such Indemnified Partyany indemnifying party.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) any amount amounts recovered by the Indemnified Party under applicable available insurance policies, under any indemnification or similar agreementsindemnification, or from any other person alleged to be responsible for any Lossescontribution, obligations or other rights of recovery with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries)Losses, net of any deductible or any other reasonable and necessary out-of-of- pocket expense incurred by the Indemnified Party in obtaining such recovery recovery, and (b) any Tax benefit available to actually realized by the Indemnified Party or its affiliates Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with in the taxable year in which such Loss was accrued, incurred or without” basis)paid or in any subsequent taxable year. If an Indemnified Party or its affiliates Affiliates receives any such recovery described in clause (a) or (b) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates Affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliatesAffiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party policies, indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party.Section 10.7

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The amount of any amount Losses payable under this Article XIV by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, in each case, net of any expenses reasonably incurred by such Indemnified Party in collecting such amounts (including, to the extent applicable, any applicable deductible, reasonable costs of collection or increases to premiums directly attributable to such claims for Losses), and (ii) the Tax benefits actually realized by the Indemnified Party (that is a permanent benefit and not a timing benefit) arising from the incurrence or payment of any such Losses in the year of such Loss or the subsequent two (2) years. If the Indemnified Party receives any amounts under applicable insurance policies, under any indemnification or similar agreements, or from any other person Person alleged to be responsible for any Losses, or other rights of recovery with respect subsequent to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been madeParty, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not made or expense incurred by such Indemnifying Party in excess of connection with providing such indemnification payment up to the amount received by the Indemnified Party or its affiliates. In the event of the occurrence Party, net of any expenses reasonably incurred by such Indemnified Party in collecting such amount (including, to the extent applicable, any applicable deductible, reasonable costs of collection or increases to premiums directly attributable to such claims for Losses, an ). The Indemnified Party shall seek recovery use Reasonable Efforts to collect any amounts available under any and all available third such insurance coverage or from such other party insurance policies or third party indemnification obligations or other rights of recovery with respect alleged to such Losses. Each party shall make commercially reasonable efforts have responsibility therefor prior to mitigate making any claim or liability that any such party asserts for indemnification under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified PartyXIV.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The amount of any amount Losses payable under Section 9.2 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor, less reasonable costs or expenses incurred by the Indemnifying Party in obtaining such recovery. If the Indemnified Party receives any amounts under applicable insurance policies, under any indemnification or similar agreements, or from any other person Person alleged to be responsible for any Losses, or other rights of recovery with respect subsequent to such Losses (and an indemnification payment by the Indemnifying Party, then the Indemnified Party shall use commercially promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party (less (i) the aggregate amount of applicable Losses incurred or suffered by the Indemnified Party for which Indemnifying Party did not indemnify the Indemnified Party (it being understood and agreed that, for purposes of this clause, any amount of Losses set off against the Basket Amount shall be deemed to have been paid by the Indemnifying Party to the Indemnified Party) and (ii) any reasonable efforts to seek such recoveries), net of any deductible cost or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basisrecovery). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) any amount amounts recovered by the Indemnified Party under applicable available insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, obligations or other rights of recovery with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries)Losses, net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery recovery, and (b) any Tax benefit available to actually realized by the Indemnified Party or its affiliates Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with in the taxable year in which such Loss was accrued, incurred or without” basis)paid or in any subsequent taxable year. If an Indemnified Party or its affiliates Affiliates receives any such recovery described in clause (a) or (b) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates Affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliatesAffiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party policies, indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Party.

Calculation of Losses. In calculating (h) The amount of any amount indemnifiable hereunder Losses for which indemnification is provided under this Article XI shall (i) be net of any Tax benefits actually recognized as a cash reduction in respect of Losses, such Losses shall be reduced Taxes or by (a) any amount the indemnified party and amounts actually recovered by the Indemnified Party indemnified party under applicable insurance policies, under any indemnification policies or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery otherwise with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net of any deductible Tax or any other reasonable and necessary out-of-pocket expense expenses incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrualsuch recovery), incurrence or payment (ii) be net of any amounts recovered by the indemnified party from Collateral Sources, (iii) take into account all increases in Taxes payable by the indemnified party as a result of the receipt of the indemnity payment, and (iv) to the extent not previously taken into account in computing the amount of the Loss, all increases in Taxes payable by the indemnified party for all affected taxable years and periods as a result of the event giving rise to such Losses (determined as actually realized on a “with or without” basis)Loss. If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above amounts are recovered from a Collateral Source after an indemnification indemnifying party makes a payment by the Indemnifying Party has been made, then such Indemnified Party to or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses on behalf of an Indemnified Party pursuant to this Article XI, the net proceeds thereof shall promptly be remitted to the extent caused by unlawful conduct Indemnifying Party that made such payment. The Parties acknowledge and agree that no right of such Indemnified Partysubrogation to any rights of any party hereunder shall accrue or inure to the benefit of any Collateral Source.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The amount of any amount recovered by the Indemnified Party Losses for which indemnification is provided under applicable insurance policies, under any indemnification Section 8.2 or similar agreements, or from any other person alleged to Section 9.6 shall be responsible for any Losses, or other rights of recovery with respect to such Losses (and the Indemnified Party shall use commercially reasonable efforts to seek such recoveries), net of any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (bi) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as amounts actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party pursuant to any indemnification by or its affiliates. In indemnification agreement with any non-Affiliate third party and (ii) any insurance proceeds (other than proceeds received from self-insurance, captive insurers, retrospective insurance policies or the event of the occurrence of any R&W Policy) actually received as an offset against such Losses, in each case with respect to the forgoing clauses (i) and (ii), less any costs, expenses, deductibles, premiums, and future premium increases incurred in connection therewith. Nothing in this Section 8.7 shall be deemed to (x) require an Indemnified Party to proceed or seek action or recovery from any third party as a requirement hereunder or as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder, or (y) be construed or interpreted as a guaranty of any level or amount of insurance recovery with respect to any Losses hereunder or as a requirement to obtain or maintain any insurance or to make any claim for insurance as a condition to any indemnification hereunder, and no Seller Indemnifying Party shall seek recovery have any right to subrogation under any and all available third party insurance policies or third party indemnification obligations or other rights agreement and each Seller Indemnifying Party, for itself and on behalf of recovery with respect to all Seller Indemnifying Parties, hereby waives such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified Partyrights, if any.

Calculation of Losses. In calculating The amount of any amount indemnifiable hereunder in respect indemnification payable under Section 3.01 will be calculated net of Losses, such Losses shall be reduced by (a) any amount recovered insurance proceeds actually received by the applicable Holdings Indemnified Party under the Policy, less any costs and expenses incurred in connection with the recovery of such insurance proceeds (excluding any deductible or retention amount). The applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery with respect to such Losses (and the Indemnified Party insured party shall use commercially reasonable efforts to make insurance claims and to seek such recoveries)and obtain recoveries under the Policy covering the applicable Loss; provided, net however, that “commercially reasonable efforts” for purposes of this Section 3.05 shall not require any deductible or any other reasonable and necessary out-of-pocket expense incurred by the Holdings Indemnified Party in obtaining to commence litigation or make any material expenditure; provided, further, that the availability of the Policy and such recovery and obligation to pursue coverage under the Policy shall not prejudice any Holdings Indemnified Party’s right to (a) deliver a notice for indemnification pursuant to Section 3.06 or (b) any Tax benefit available indemnification for Losses pursuant to this Article III to the extent coverage under the Policy is not available. If, at any time subsequent to the Holdings Indemnified Party receiving an indemnity payment for an indemnification claim under this Article III from Marine, the Holdings Indemnified Party receives an insurance recovery under the Policy in respect of the Loss underlying such claim through recovery, settlement or its affiliates otherwise under or pursuant to such insurance coverage, an amount equal to the excess, if any, of (i) the sum of (A) the amount of such payment, less any costs and expenses incurred in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described (as set forth in clause the first sentence of this Section 3.05), plus (aB) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess amount of the amount received indemnity payment previously paid by the Indemnified Party or its affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies or third party indemnification obligations or other rights of recovery Marine with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall Loss over (ii) the amount of the Loss will promptly be responsible for Losses of an repaid by the Holdings Indemnified Party to Marine. For the extent caused by unlawful conduct avoidance of such Indemnified Partydoubt, any amount repaid to Marine in respect of a Loss that is subsequently covered under the Policy will not be treated as an indemnification payment that counts toward the Marine Indemnification Cap.

Calculation of Losses. In calculating The amount of any amount indemnifiable hereunder in respect of Losses, such Losses Indemnifiable Loss for which indemnification is provided under this Article X shall be reduced by (a) net of any amount amounts recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of recovery policies with respect to such Losses Indemnifiable Loss (and including to the extent such Indemnifiable Loss is reinsured by OneBeacon, Liberty or any of their respective Affiliates under the Indemnity Reinsurance Agreements) PROVIDED, that the Indemnified Party shall use commercially reasonable best efforts to seek collect the claim proceeds under such recoveries)insurance policies with respect to such Indemnifiable Loss prior to seeking indemnification for such Indemnified Loss under this Article X and (b) with respect to this Agreement, the License Agreements, the Transition Services Agreement and the Imaging Transition Services Agreement, net of any deductible or damages recovered with respect to Indemnifiable Losses arising from the same occurrence under any other reasonable of such agreements, and necessary out-of-pocket expense shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party in obtaining arising from the receipt of indemnity payments hereunder (grossed up for such recovery increase) and (bii) reduced to take account of any net Tax benefit available to realized by the Indemnified Party or its affiliates in connection with arising from the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis)Indemnifiable Loss. If an Indemnified Party or its affiliates receives In computing the amount of any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been madeTax cost or Tax benefit, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party shall be deemed to recognize all other items of income, gain, loss deduction or its affiliates. In credit before recognizing any item arising from the event of the occurrence receipt of any Losses, an Indemnified Party shall seek recovery under indemnity payment hereunder or the incurrence or payment of any and all available third party insurance policies or third party indemnification obligations or other rights of recovery with respect to such Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be responsible for Losses of an Indemnified Party to the extent caused by unlawful conduct of such Indemnified PartyIndemnifiable Loss.