Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article 6 or otherwise in this Agreement shall be computed net of any insurance proceeds when actually received by the Indemnified Party (less its reasonable costs of enforcing the insurance) 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 determination of whether a breach occurs and the amount of any Loss for which indemnification is provided under this Article VIII or otherwise in this Agreement shall be computed to take into account: (i) any insurance proceeds to which the Indemnified Party is entitled to receive (but only when and to the extent received); (ii) the present value, based upon the rate in 6.3(f), of any increase or reduction in Taxes of any Indemnified Party recognized with respect to any taxable period ending on or before the end of the third taxable period following the taxable period in which the Loss is recognized (or, if later, the taxable period in which the indemnification occurs) (the determination of whether an increase or reduction in Taxes is recognized and the amount 101 hereof shall be made by comparing the actual Tax liability of the Indemnified Parties, for such periods, with the Tax liability of the Indemnified Parties, for such periods, that would have occurred if the Indemnified Party had neither incurred the Loss nor received any indemnification payment therefor); (iii) any prior or subsequent recovery in respect of part or all of a Claim by any Indemnified Party, whether by payment, discount, credit, offset or otherwise; and (iv) the amount of any provisions reflected in the Company Financial Statements in respect of matters giving rise to such Losses.
Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article VII 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, to the liability of the Indemnified Party for Taxes, taking into account the Loss 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 VII shall exclude consequential and punitive damages and lost profits by an Indemnified Party, provided that any consequential or punitive damages or lost profits 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. Losses for which an Indemnified Party would be entitled to indemnification hereunder shall be determined net of: (i) any insurance proceeds actually recovered by such Indemnified Party, provided, however, that the Indemnified Party shall not be required to submit an insurance claim; (ii) indemnity payments to which such party or its Affiliates receives from parties other than the Indemnifying Party hereunder in respect of such matter; (iii) reserves reflected in the Final Statement of Net Assets or adjustments to the Purchase Price which relate to the Loss being determined hereunder; and (iv) any other economic benefit, cost of offset (including any Tax savings, benefits of Tax losses and deferrals, and the Tax offset of the receipt of any indemnification or insurance payments) realized by such party or its Affiliates by the receipt of cash, cash equivalents or other customarily quantifiable property by such party in respect of such matter, or any other direct demonstrable economic gain, except that with respect to Losses in the nature of additional Taxes, (a) such economic benefit need not be in the form of cash, cash equivalents or customarily quantifiable property, and (b) with respect to adjustments relating to the timing of Tax deductions and similar items, such losses shall be limited to the time value of the Loss. Notwithstanding anything to the contrary, Losses shall not include any damages to the extent attributable to a failure to mitigate damages after the Indemnified Party or its Affiliates became aware of the event or omissions which caused such damages (it being understood that the concept of mitigation of damages shall be applied with regard to what is commercially reasonable under the circumstances). Notwithstanding anything in this Section 7.5, in no event shall an Indemnifying Party be required to pay more than 100% of the gross Losses of an Indemnified Party under this Agreement.
Computation of Losses Subject to Indemnification. The amount of any Loss for which indemnification is provided under this Article VII shall (i) be computed net of any insurance proceeds taking into account Tax benefits or detriments received or incurred by the Indemnified Party in connection with such Loss and (ii) exclude consequential, exemplary, special and punitive damages and lost profits.
Computation of Losses Subject to Indemnification. Damages for which a CLF Indemnified Party would be entitled to indemnification hereunder shall be quantified on an after-tax basis grossed-up for any withholding taxes deducted from the indemnity payment and for any taxes incurred by the CLF Indemnified Party on the indemnity payment.
Computation of Losses Subject to Indemnification. (a) Purchaser, Life Reinsurer, Seller and USA Holdco agree, on behalf of all Purchaser Indemnified Parties and Seller Indemnified Parties, that Losses hereunder shall be limited to actual monetary damages only and shall not include any exemplary, consequential (including lost profits) or punitive damages; provided, that Losses shall include (i) lost profits in respect of any claim under Sections 7.2(a)(2), 7.2(c)(2) or 7.3(a)(2) and (ii) any such exemplary, consequential (including lost profits) and punitive damages awarded by a court of competent jurisdiction in respect of a Third-Party Claim. Except to the extent governed by Article 8 (Tax Matters), any Indemnified Party seeking indemnification under this Agreement shall use reasonable efforts to mitigate the amount of its Losses, including, subject to Section 7.6(b), by using reasonable efforts to recover from insurance policies or other applicable sources of recovery, any Losses of such Indemnified Parties; it being understood that in the event that an Indemnified Party’s rights against a Third Party with respect to any occurrence, claim or loss that results in a payment by an Indemnifying Party under this Article 7, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided, further, that the Purchaser Indemnified Parties shall use their reasonable efforts to protect and preserve any rights to indemnification from Third Parties to which the Company is entitled as of the date of this Agreement (the “Company Indemnification Rights”) and the Purchaser Indemnified Parties shall not take any action that would prejudice or adversely affect any Company Indemnification Right without the written consent of Seller.
Computation of Losses Subject to Indemnification. The amount of any loss for which indemnification is provided under this Article VIII shall be computed net of any third party insurance proceeds actually received by the Indemnified Party pursuant to an insurance policy with respect to such Loss, net of the direct increased cost of obtaining insurance as a consequence of such loss.
Computation of Losses Subject to Indemnification. The amount of any Losses for which indemnification is provided under this Article 8 shall: (i) be computed net of any insurance or eminent domain proceeds or Tax benefits (determined based upon the highest statutory rate) received or receivable by the Indemnified Party in connection with such Loss, (ii) with respect to claims pertaining to an individual RLH Property, the lost profits component of such Losses, shall be limited to the sums set forth for each such RLH Property as shown on SCHEDULE 8.6, (iii) be limited by the provisions of Section 8.3(b), and (iii) exclude incidental, special, indirect and punitive damages.
Computation of Losses Subject to Indemnification. The amount of any Liability for which indemnification is provided under this Article VII shall (i) be computed net of any insurance proceeds or other third-party recovery received by the Indemnified Party in connection with such Liability (and any such proceeds or recovery received by an Indemnified Party after receipt by such Indemnified Party of an indemnification payment in connection with such Liability pursuant to this Article VII shall be promptly remitted to the Indemnifying Party, to the extent of such indemnification payment) and (ii) exclude consequential damages, lost profits and exemplary or punitive damages.
