Determination of Losses. A certificate or determination notice of the Lenders or the Agent as to any of the matters referred to in this Section 12, absent manifest error, shall be conclusive and binding on the Borrower.
Determination of Losses. The amount of any Losses subject to indemnification shall be reduced by the amounts of any Tax Benefits inuring to the Indemnified Party on account of such Loss and any insurance proceeds received by the Indemnified Party in connection therewith. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Indemnifying Party that made or directed such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery shall be made promptly to the Indemnifying Party that made or directed and provided such indemnification payments to such Indemnified Party. In the case of any Third Party Claim, unless the Indemnifying Party consents otherwise (which consent shall not be unreasonably withheld), the final amount of Losses subject to indemnification shall not be determined until, and the Indemnifying Party shall not be obligated to make a payment to the Indemnified Party until, the matter underlying the Third Party Claim becomes non-appealable or is not appealed.
Determination of Losses. As used herein, “Losses” means all Taxes, damages, losses, diminution in value, expenses, costs and liabilities (including reasonable attorney’s fees and costs of collection), but excluding all punitive and exemplary damages (except to the extent payable to third parties). In determining the amount of any Losses for which a Buyer Indemnified Party is entitled to assert a claim for indemnification hereunder, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds (after giving effect to any applicable deductible or retention, reasonable costs of recovery or increase in insurance rates due to such claim) and other third party recoveries actually received by the Buyer Indemnified Parties or the Company in respect of such Losses (after giving effect to any reasonable costs of recovery), which proceeds and recoveries the Buyer agrees to use commercially reasonable efforts to obtain, except that Buyer shall not be obligated to pursue litigation. Losses shall be determined on an “after-tax” basis at the time of the indemnification payment using reasonable assumptions and present value concepts by taking into account any decrease in Taxes resulting from the event giving rise to such Losses and any increase in Taxes resulting from receipt of the indemnification payment. If an indemnification payment is received by a Buyer Indemnified Party, and any Buyer Indemnified Party or the Company later receives insurance proceeds or other third party recoveries in respect of the related Losses, the Buyer shall immediately pay to the Escrow Agent, for inclusion in the Escrow Fund or, if the Escrow Fund has been released, to the Seller, for the benefit of the Seller Members, a sum equal to the lesser of (a) the actual amount of such insurance proceeds or other third party recoveries (minus reasonable costs of recovery or increases in insurance rates due to such claim) or (b) the actual amount of the indemnification payment previously paid by any Seller Member or the Seller Members’ Agent, on behalf of the Seller Members, with respect to such Losses. All parties shall use commercially reasonably efforts to mitigate the amount of Losses for which they may be entitled to indemnification hereunder to the extent required by applicable Legal Requirements.
Determination of Losses. All indemnification payments under this §8 shall be paid by the Indemnifying Party net of any Tax benefits and insurance coverage that may be available to the Indemnified Party.
Determination of Losses. Plant fuel, flared gas and other uses or losses incident to processing: The volume of gas which is attributable to such uses or losses shall be as determined by the measurement with meters of each such use occurring in the Plant as may be necessary to determine accurately the total volume of gas so used, such meters to be installed and operated as mutually agreed by Plant Owners and Southern.
Determination of Losses. The parties shall take into account any net Tax benefits actually realized by the Indemnified Party as of the time that the indemnity payment is made as a result of the incurrence of Losses giving rise to indemnity. In computing the amount of any such Tax benefit, the parties shall take account of any Tax costs to the Indemnified Party as a result of the receipt of the indemnity payment and 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 of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses. In addition, the amount of Losses incurred by any Indemnified Party hereunder will be determined net of any insurance proceeds actually received by the Indemnified Party under any policies of insurance covering the Loss giving rise to the applicable claim. The Indemnified Parties shall use commercially reasonable efforts to make an insurance claim under any relevant policies of insurance covering the loss but shall not be obligated to institute legal proceedings to enforce coverage of any such claim. Furthermore, any amounts received pursuant to making an insurance claim shall be offset by any Loss related to making such claim, including the payment of any deductible and any increases in premium payments that can be shown to be directly attributable to having made such claim, and the Loss shall be increased by the amount, if any, by which the Losses related to making such claim exceed the insurance proceeding actually received.
Determination of Losses. The parties shall take into account the time value of money (using the Applicable Rate as the discount rate) in determining Losses for purposes of this Article XI.
Determination of Losses. 5.1 Any compensation for losses or damages covered by this Special Condition is determined on the following bases:
Determination of Losses. (a) The Losses giving rise to any indemnification Obligation hereunder shall be reduced by any insurance proceeds actually received by the Indemnified Party as a result of the events giving rise to the claim for indemnification, net of any expenses related to the receipt of such proceeds, including retrospective premium adjustments, if any. The amount of the indemnity payment shall be computed by taking into account the timing of the loss or payment, as applicable, at the Applicable Rate from the date the Indemnified Party provides notice of the Loss to the Indemnifying Party until the date paid. Upon the request of the Indemnifying Party, the Indemnified Party shall provide the Indemnifying Party with information sufficient to allow the Indemnifying Party to calculate the amount of the indemnity payment in accordance with this Section 5.05.
Determination of Losses. The Purchaser and the Shareholders shall make appropriate adjustments for tax benefits and insurance coverage in determining Losses for purposes of this Article VI. All indemnification payments under this Article VI shall be deemed adjustments to the Purchase Price.
