Common use of Losses Net of Insurance, Etc Clause in Contracts

Losses Net of Insurance, Etc. The amount of any Losses or Environmental Losses for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that are certified by the underwriter to result from the claim for such proceeds) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third-party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third-party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess of (A) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third-party in respect thereof, less (B) the full amount of such Losses.

Losses Net of Insurance, Etc. The amount of any Losses or Environmental Losses for which indemnification is provided under this Agreement Loss shall be net of any amounts actually recovered by the Indemnified Party under the True Insurance Policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from third parties the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit realized by the Indemnified Party arising from the deductibility of any such Loss. In computing the amount of any such Tax cost or Tax Benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnity payment hereunder or the deductibility of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this Section 9.12 and shall be increased or reduced to reflect any such net Tax cost (including amounts gross-up) or net Tax Benefit only after the Indemnified Party has actually recovered under insurance policiesrealized such cost or benefit. For purposes of this Agreement, but only an Indemnified Party shall be deemed to have “actually realized” a net Tax cost or a net Tax Benefit to the extent any recovered insurance proceeds exceed costs that, and at such time as, the amount of collecting Taxes payable by such proceeds and premium increasesIndemnified Party is increased above or reduced below, whether retrospective or prospectiveas the case may be, the amount of Taxes, that are certified by such Indemnified Party would be required to pay but for the underwriter receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to result from reflect any final determination (which shall include the claim for such proceedsexecution of Form 870- AD or successor form) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of Indemnified Party’s liability for Taxes, and payments between the Indemnified Party upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third-party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third-party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess of (A) the sum of the amount theretofore paid by to reflect such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third-party in respect thereof, less (B) the full amount of such Lossesadjustment shall be made if necessary.

Losses Net of Insurance, Etc. The amount of any Losses or Environmental Losses Loss for which indemnification is provided under this Agreement Article VIII shall be net of any amounts actually recovered by the Person indemnified pursuant to this Article VIII (the "Indemnified Party") under insurance policies with respect to such Loss and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that are certified by the underwriter to result arising from the claim receipt or accrual of indemnity payments hereunder (grossed up for such proceedsincrease) with respect and (ii) reduced to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights take account of any net Tax benefit realized by the Indemnified Party upon payment in full of arising from the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third-party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of any such indemnifiable loss Loss. Any indemnification payment hereunder shall initially be made (i) in the case of net Tax costs or benefits, without regard to this paragraph and the amount received from the thirdshall be increased or reduced to reflect any such net Tax cost (including gross-party exceeds the remaining unpaid balance of such indemnifiable loss, then up) or net Tax benefit only after the Indemnified Party shall promptly remit has actually realized such cost or benefit, and (ii) in the case of insurance amounts not yet recovered, without taking into account such unrecovered insurance amounts, with a future payment to be made by the Indemnified Party to the Indemnifying Party upon the excess recovery of, and in the amount of, any such insurance amounts. For purposes of (A) this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the sum extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the amount theretofore paid by such Indemnifying Party in respect indemnity payment or the payment of such indemnifiable loss plus the amount received from the third-party in respect thereof, less (B) the full amount of such LossesLoss.

Losses Net of Insurance, Etc. The amount of any Losses or Environmental Losses Loss for which indemnification is provided under this Agreement Article VIII shall be net of (a) any accruals or reserves included in the determination of the Final Working Capital, (b) any amounts actually recovered by the Indemnified Party from third parties indemnified party pursuant to any indemnification by, or indemnification agreement with, any Person, (including amounts actually recovered under c) any insurance policiesproceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each, but only a "Collateral Source"), and (d) an amount equal to the extent any recovered insurance proceeds exceed costs present value of collecting such proceeds and premium increasesthe Tax benefit, whether retrospective or prospectiveif any, that are certified by the underwriter to result from the claim for such proceeds) with respect attributable to such LossesLoss. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim Indemnification under this Article VIII shall not be relieved of available unless the responsibility with respect thereto orindemnified party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The indemnifying party may require the indemnified party to assign the rights to seek recovery pursuant to the preceding sentence; provided, solely by virtue of however, that the indemnification provision hereof, have any subrogation rights with respect theretoindemnifying party shall then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder in connection with a Collateral Source from any Indemnified Party recovers payment required under this Article VIII is determined after payment by the indemnifying party of any amount otherwise required to be paid to an indemnified party pursuant to this Article VIII, the indemnified party shall repay to the indemnifying party, promptly after such determination, any amount that the indemnifying party would not have had to pay pursuant to this Article VIII had such determination been made at the time of such payment, and any excess recovery from a third-Collateral Source shall be applied to reduce any future payments to be made by the indemnifying party in respect of an indemnifiable loss for which indemnification is provided in pursuant to this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third-party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess of (A) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third-party in respect thereof, less (B) the full amount of such LossesArticle VIII.