Determination of Indemnification Amounts. Seller and Buyer shall have ---------------------------------------- no liability under Sections 9.2 and 9.3, respectively, unless the aggregate -------------------- amount of Losses otherwise subject to its indemnification obligations thereunder exceeds $100,000 (the "Threshold Amount"); provided, however, that (i) when the Losses of an Indemnitee exceed the Threshold Amount, the Indemnitor shall be liable for the Indemnitee's aggregate Losses of
Determination of Indemnification Amounts. (a) Without limiting the effect of any other limitations contained in this Article XI, for purposes of computing the amount of any and all Losses and Expenses recoverable under this Article XI, there shall be deducted (i) an amount equal to the amount of any Tax Benefit realized by the Indemnified Party or any of its Affiliates (in the same year of such Losses and Expenses) in connection with such Losses and Expenses or any of the circumstances giving rise thereto and (ii) an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received (net of the costs of enforcement, deductibles and retro-premium adjustments) by the Indemnified Party or any of its Affiliates in connection with such Losses or Expenses or any of the circumstances giving rise thereto (it being understood that the Indemnified Party and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements). The calculation of Losses and Expenses shall not include losses arising because of a change after the Closing in applicable Requirements of Law or accounting principles. For purposes hereof, “
Determination of Indemnification Amounts. (a) Without limiting the effect of any other limitation contained in this Article IX, Losses recoverable under this Article IX shall be reduced by an amount equal to the amount of any insurance proceeds (other than proceeds received pursuant to the RWI Policy), indemnification payments, contribution payments or reimbursements actually received (net of costs of enforcement, deductibles and retro-premium adjustments) by the Indemnified Party or any of its Affiliates in connection with such Losses or any of the circumstances giving rise thereto. In any case where an Indemnified Party recovers from third Persons any amount in respect of a matter with respect to which an Indemnitor has indemnified it pursuant to this Article IX, such Indemnified Party shall promptly pay over to the Indemnitor the amount so recovered (after deducting therefrom the full amount of the reasonable expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnitor to or on behalf of the Indemnified Party in respect of such matter and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter; provided that no Indemnified Party shall be required to seek or collect such recoveries prior to being entitled to indemnification hereunder.
Determination of Indemnification Amounts. (a) The amount of any and all Losses and Expenses under this Article X shall be determined net of (i) any Tax benefits actually realized by 50 the Indemnified Party arising from the deductibility of any such Losses and Expenses or otherwise and (ii) any amounts actually recovered by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Losses and Expenses. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses and Expenses.
Determination of Indemnification Amounts. (a) The amount of any and all Losses under this Article XI shall be determined net of (i) any Tax benefits realized by any Indemnified Party arising from the deductibility of any such Losses and (ii) any amounts actually received by the Indemnified Party under insurance policies, indemnities, warranties or other reimbursement arrangements with respect to such Losses. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses and agrees, promptly following such other Party’s request, to file any applicable insurance claims and will take all reasonable necessary, proper or desirable actions (including the execution and delivery of any document reasonably requested) to accomplish the foregoing.
Determination of Indemnification Amounts. (a) Without limiting the effect of any other limitation contained in this Article IX, for purposes of computing the amount of any and all Losses recoverable under this Article IX, there shall be deducted an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received (net of costs of enforcement, deductibles and retro-premium adjustments) by the Indemnified Party or any of its Affiliates in connection with such Losses or any of the circumstances giving rise thereto (it being understood that the Indemnified Party and any of its Affiliates shall use commercially reasonable efforts to obtain such proceeds, payments or reimbursements).
Determination of Indemnification Amounts. (a) Any indemnification obligations under this Section 8 (Indemnification) will be net of any insurance proceeds or any indemnity payment (other than proceeds received pursuant to the R&W Insurance Policy) actually received, net of costs of enforcement, deductibles and retro-premium adjustments, by the Indemnified Party in connection with such Damages or any of the circumstances giving rise thereto.
Determination of Indemnification Amounts. If any Final ----------------------------------------- Determination results in an adjustment to any Tax Item of any Subgroup or Subgroup Member, as the case may be, for any tax period or portion thereof ending on or before the Deconsolidation Date as to such Subgroup or Subgroup Member (and, in the case of a Subgroup Member other than a member of the TCIC Subgroup or the TCICI Subgroup, ending after the Effective Date), and such adjustment would affect the tax benefit or tax liability of such Subgroup or Subgroup Member, such tax benefit or tax liability shall be redetermined, in accordance with any applicable provision hereof, to give effect to such adjustment, as if it had been made as part of or reflected in the Tax Return (or other tax calculation) to which such tax benefit or tax liability relates. Such Subgroup or Subgroup Member shall pay to TCI (or, if such Subgroup or Subgroup Member is at such time a member of the TCI Group, the Intercompany Account of the Subgroup Parent of such Subgroup or Subgroup Member shall be charged with) (a) any excess of such tax benefit as originally computed over such tax benefit as determined pursuant to such recomputation, (b) any excess of such tax liability as determined pursuant to such recomputation over such tax liability as originally computed, and (c) the amount of any interest, penalties, additions to tax or expenses (as described in Section F.1.) which are paid by any member of the TCI Group other than such Subgroup Member (or a member of the same Subgroup as such Subgroup Member) with respect to such adjustment. Any amount payable by a Subgroup or a Subgroup Member to TCI (or charged to the Intercompany Account of the appropriate Subgroup Parent) pursuant to this Section F.2. shall be reduced to reflect any amount paid directly by such Subgroup or Subgroup Member to any government or taxing authority to satisfy the increased tax liability taken into account in computing such payment. TCI shall pay to each Subgroup or Subgroup Member, as the case may be (or, if such Subgroup or Subgroup Member is at such time a member of the TCI Group, the Intercompany Account of the Subgroup Parent of such Subgroup or Subgroup Member shall be credited with) (a) any excess of such tax benefit as determined pursuant to such recomputation over such tax benefit as originally determined, (b) any excess of such tax liability as originally computed over such tax liability as determined pursuant to such recomputation, and (c) the...
Determination of Indemnification Amounts. After the giving notice of any claim for indemnification, the amount of indemnification to which an Indemnified Party shall be entitled under this Article IX shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnifying Party; (ii) by a final judgment or decree of the arbitrator or arbitration tribunal, or court of competent jurisdiction, as applicable; or (iii) by any other means to which the Indemnified Party and the Indemnifying Party shall mutually agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.
Determination of Indemnification Amounts. Subject to the other provisions of this Article, the amounts for which Sellers shall be liable under this Article 7 shall be determined taking into consideration (i) any insurance proceeds received by Buyer, its Representatives or the Company or to which Buyer, its Representatives or the Company are entitled in connection with the facts giving rise to the right of indemnification, (ii) any reimbursements, compensations or payments from any other person or persons received by Buyer, its Representatives or the Company or to which Buyer, its Representatives or the Company are entitled in connection with the facts giving rise to the right of indemnification, (iii) any savings of taxes realized or that may be claimed by Buyer, its Representatives or the Company, in connection with the facts giving rise to the right of indemnification.
