Computation of Losses Subject to Indemnification Sample Clauses


Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article 7 or otherwise in this Agreement shall be computed net of any insurance proceeds when actually received by the Indemnified Party from the Indemnifying Party’s insurance carrier(s); provided that such indemnification amounts shall be paid when due pursuant to the terms hereof and the Indemnified Party, upon receipt of such proceeds, shall transfer to the Indemnifying Party the entire amount of such proceeds.


Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article 17 shall be computed net of any insurance proceeds actually received by the Indemnified Party in connection with such Loss. Indemnification for any Loss shall be determined and paid without reduction for any Tax Benefits not yet realized by the Indemnified Party. The Indemnified Party will pay to the Indemnifying Party the amount of any Tax Benefits attributable to the Loss actually realized by the Indemnified Party promptly after such Tax Benefits are realized; provided, however, that in the event such Tax Benefits are realized prior to the indemnification payment hereunder, such indemnification payment shall be reduced by Tax Benefits previously realized in lieu of a separate payment to the Indemnifying Party. The amount of any Tax Benefit shall be determined (i) by comparing the liability of the Indemnified Party for Taxes, determined without the Loss and any corresponding indemnification payments, to the liability of the Indemnified Party for Taxes, taking into account the Loss and any corresponding indemnification payments, and (ii) by treating any items attributable to the Loss as the last items claimed by the Indemnified Party in any given Tax Period. The amount of any Loss for which indemnification is provided under this Article 17 shall exclude consequential damages (it being understood that a reduction in the value of the Business or the Assets shall not be considered consequential damages) and punitive damages by an Indemnified Party; provided that, any consequential damages and punitive damages of a third party for which an Indemnified Party is liable shall be included in computing such Indemnified Party’s Loss.

Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this §8.5 shall be computed net of any insurance proceeds recovered by Buyer in connection with such Loss.

Computation of Losses Subject to Indemnification. The amount of any Mobil Losses or Buyer Losses, as the case may be, for which indemnification is provided under this Article XIV shall (i) be computed net of any insurance proceeds or Tax benefits received by the Indemnified Party in connection with such Losses and (ii) exclude consequential and punitive damages and lost profits (except to the extent recovered by a third-party claimant).