Common use of Indemnification Calculations Clause in Contracts

Indemnification Calculations. (a) The amount of any Losses for which indemnification is provided under this Agreement shall be computed net of any insurance proceeds or proceeds pursuant to any claim, recovery, settlement or payment by and against any other Person received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds or other proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds or other proceeds when received, up to the amount of indemnification received, net of any actual out-of-pocket costs or expenses in securing or obtaining such proceeds. An indemnified party shall use its commercially reasonable efforts to pursue insurance claims with respect to any Losses. (b) Indemnifiable Losses shall in no event include any special, indirect, incidental, punitive or consequential damages whatsoever. (c) Seller Parent and Buyer agree to use commercially reasonable efforts to mitigate any Loss that forms the basis of a claim hereunder.