Common use of Determination of Amount of Damages Clause in Contracts

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net, in each case, of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages, net, in each case, of reasonable costs incurred in obtaining such recovery. Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification under this Agreement shall, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to mitigate such Damages and make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification under this Agreement prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation under this Agreement or any Indemnified Person’s right to be indemnified. If, however, any third‑party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds under this Agreement, such Indemnified Person will promptly tender to the respective Party an amount equal to the applicable net proceeds of such third‑party recovery or insurance recovery up to the amount of any indemnification payments made in respect of such Damages.

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VII VIII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net, net in each case, case of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) (the net amount of such proceeds, the “net proceeds”) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages, net, in each case, of Damages (less reasonable costs incurred in obtaining such recovery). Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification under this Agreement shallhereunder will, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to mitigate such Damages and make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person; provided however that under no circumstances will the Indemnified Person be required to commence or prosecute any Legal Proceeding with respect thereto. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification under this Agreement hereunder prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation under this Agreement hereunder or any Indemnified Person’s right to be indemnified. If, howeverprovided that, if any third‑party third party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds under this Agreementhereunder, such Indemnified Person Party will promptly tender to the respective Party an amount equal to such third party recovery or insurance recovery the amount of the applicable net proceeds of such third‑party recovery or insurance recovery up to the amount of any indemnification payments theretofore made in respect of such Damagesdamages. Notwithstanding the foregoing, in no event shall any cash disbursed from the Indemnity Escrow Fund with respect to distributions paid in respect of the Indemnity Escrow Units reduce the amount of Damages suffered by any Indemnified Person.

Determination of Amount of Damages. Mitigation(a). The amount of any Damages Losses for which indemnification is provided under this Article VII 10 will be limited to the Damages actually Losses suffered by the Indemnified indemnified Person and will be computed net of (ai) any insurance or other proceeds actually received by the Indemnified indemnified Person in connection with such DamagesLosses, net, in each case, of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) or (bii) any indemnity, contribution or other similar payment the Indemnified indemnified Person actually received from any Person with respect to such DamagesLoss, netand (iii) any other payment or monetary recoupment received, in each case, realized or retained by the indemnified Person as a result of reasonable costs incurred in obtaining such recoverythe events giving rise to the Claim. Any Indemnified indemnified Person that becomes aware of Damages Losses for which it intends to seek indemnification under this Agreement shall, at the sole cost and expense of the Indemnifying Person, hereunder will use commercially reasonable efforts to mitigate such Damages pursue claims and make and pursue such claims for collect any amounts to which it may be entitled under insurance policies or under from third parties (pursuant to indemnification agreements with third parties as are reasonably requested by or otherwise) and will use commercially reasonable efforts to mitigate such Losses; provided that the Indemnifying Person. Under no circumstances shall indemnified Person will promptly notify either (i) the possibility of a future insurance recovery be a basis for reducing Seller, if such indemnified Person is the Damages subject to indemnification under this Agreement prior to the actual receipt of such recoveryBuyer, or for limiting(ii) the Buyer, postponing or delaying satisfaction if such indemnified Person is the Seller, in each case, of any indemnification obligation under this Agreement or efforts to mitigate. If any Indemnified Person’s right to be indemnified. If, however, any third‑party third-party recovery or insurance recovery is actually received by the Indemnified Person realized after having previously received indemnity claim Claim proceeds under this Agreementhereunder, such Indemnified indemnified Person will promptly tender to the respective Party indemnifying Person an amount equal to the applicable net proceeds of such third‑party third-party recovery or insurance recovery up equal to the amount of any indemnification payments made in respect of such Damagesthe indemnity Claim proceeds paid by the indemnifying Person.

Determination of Amount of Damages. The amount of any Damages for which indemnification is provided under this Article VII will be limited to the Damages actually suffered by the Indemnified Person and will be computed net of (a) any insurance or other proceeds actually received by the Indemnified Person in connection with such Damages, net, in each case, of any reasonable costs incurred to recover such proceeds (including any related retrospective premium adjustments resulting from assertion of such claims) or (b) any indemnity, contribution or other similar payment the Indemnified Person actually received from any Person with respect to such Damages, net, in each case, of reasonable costs incurred in obtaining such recovery. Any Indemnified Person that becomes aware of Damages for which it intends to seek indemnification under this Agreement shall, at the sole cost and expense of the Indemnifying Person, use commercially reasonable efforts to mitigate such Damages and make and pursue such claims for any amounts to which it may be entitled under insurance policies or under indemnification agreements with third parties as are reasonably requested by the Indemnifying Person. Under no circumstances shall the possibility of a future insurance recovery be a basis for reducing the Damages subject to indemnification under this Agreement prior to the actual receipt of such recovery, or for limiting, postponing or delaying satisfaction of any indemnification obligation under this Agreement or any Indemnified Person’s right to be indemnified. If, however, any third‑party third-party recovery or insurance recovery is actually received by the Indemnified Person after having previously received indemnity claim proceeds under this Agreement, such Indemnified Person will promptly tender to the respective Party an amount equal to the applicable net proceeds of such third‑party third-party recovery or insurance recovery up to the amount of any indemnification payments made in respect of such Damages.