Common use of Calculation of Indemnity Payments Clause in Contracts

Calculation of Indemnity Payments. (a) The amount of any Loss for which indemnification is provided under this Article VII shall be net of any amounts actually recovered by the Indemnified Party with respect to such Loss (including payments under insurance policies net of all increases in premiums and other costs of such insurance policies for pursuing a claim thereunder). For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine Edisylate. (b) If an Indemnified Party recovers an amount from a third party (including payments under insurance policies) in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VII, then the Indemnified Party shall promptly remit to the Indemnifying Party the amount received by the Indemnified Party in respect thereof (up to the amount paid by the Indemnifying Party in respect of such Losses but net of any increase in premiums paid or other costs incurred in connection with the recovery of such proceeds). (c) Each party shall, and shall cause its respective affiliates to, take all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon and after becoming aware of any event that could reasonably be expected to give rise to any Loss. No party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter.

Calculation of Indemnity Payments. (a) The amount of any Loss for which indemnification is provided under this Article VII IX shall be net of any amounts actually directly recovered or recoverable by the Indemnified Party (including under insurance policies) with respect to such Loss (including payments under insurance policies net of all increases in premiums and other costs of such insurance policies for pursuing a claim thereunder). For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine EdisylateLoss. (b) If an Indemnified Party directly recovers an amount from a third party (including payments under insurance policies) in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VIIIX, then the Indemnified Party shall promptly remit to the Indemnifying Party the amount received by the Indemnified Party in respect thereof excess (up to if any) of (i) (A) the amount paid by the Indemnifying Party in respect of such Losses but net plus (B) the amount received by the Indemnified Party in respect thereof over (ii) the full amount of the Losses. In the event that an Indemnified Party has any rights against a third party with respect to any Loss that results in a payment by an Indemnifying Party under this Article IX, such Indemnifying Party shall be subrogated to such rights to the extent of such payment. Without limiting the generality of any increase other provision hereof, each Indemnified Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in premiums paid or other costs incurred in connection with the recovery prosecution of such proceeds)claims. (c) Each party shall, and shall cause its respective affiliates to, take all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon and after becoming aware of any event that could would reasonably be expected to give rise to any Loss. No party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter.

Calculation of Indemnity Payments. (a) The amount of any Loss for which indemnification is provided under this Article VII X shall be net of any amounts actually recovered by the Indemnified Party from a Third Party, including under insurance policies (after giving effect to any deductible, retention or loss-rated premium adjustment) with respect to such Loss (including payments under insurance policies net of all increases reasonable and documented out-of- pocket expenses incurred in premiums obtaining such recovery, including reasonable attorneys’ fees and other costs of such insurance policies for pursuing a claim thereunderexpenses). For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine Edisylate. (b) If an Indemnified Party recovers an amount from a third party (including payments under insurance policies) Third Party in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VIIX, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (i) (A) the amount received by paid to the Indemnified Party in respect thereof (up to the amount paid by the Indemnifying Party in respect of such Losses but plus (B) the amount received by the Indemnified Party from such Third Party in respect of such Losses (net of any increase in premiums paid or other costs reasonable and documented out-of-pocket expenses incurred in connection with obtaining such recovery, including reasonable attorneys’ fees and expenses) over (ii) the recovery full amount of such proceeds)the Losses. (c) Each party hereto shall, and shall cause its respective affiliates Affiliates to, take all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon and after becoming aware of any event that could reasonably be expected to give rise to any Loss. No party shall be entitled to any payment, adjustment payment or indemnification more than once with respect hereunder for any amount if and to the same matterextent such party has been otherwise previously indemnified, paid or reimbursed for such amount pursuant to this Article X or any other provision of this Agreement.

Calculation of Indemnity Payments. (a) The amount of any Loss Losses for which the Indemnifying Party is otherwise entitled to indemnification is provided under pursuant to this Article VII shall ARTICLE XII will be net of reduced by (i) any and all amounts actually recovered by the Indemnified Party with respect to such Loss under applicable insurance policies; and (including payments under insurance policies net ii) any and all amounts received by the Indemnified Party from any other Person in the form of all increases in premiums and an indemnity, contribution or other costs of such insurance policies for pursuing a claim thereunder)similar payment. For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine Edisylate. (b) If an Indemnified Party recovers receives any amounts under applicable insurance policies or from any other Person subsequent to an amount from a third party (including payments under insurance policies) in respect of Losses that are indemnification payment by the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VIIParty, then the Indemnified Party shall will promptly remit to reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification up to the amount received by the Indemnified Party in respect thereof (up to the amount paid by the Indemnifying Party in respect of such Losses but Party, net of any increase expenses incurred by the Indemnified Party in premiums paid collecting such amount. (b) Under no circumstances will any Indemnified Party be entitled to indemnification pursuant to this ARTICLE XII for special, indirect, incidental, consequential, multiple of any financial or business measure (including earnings, sales or other costs incurred benchmarks), expectancy, indirect, punitive, exemplary or other similar damages, including diminution in connection with the recovery value, lost profits, lost revenues, business interruptions, or loss of such proceeds)business opportunity or reputation. (c) Each party shall, and shall cause its respective affiliates to, Indemnified Party will take all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon and after becoming aware of any event or circumstance that could would be reasonably be expected to to, or does, give rise to any Loss. No party shall be entitled to any paymentthereto, adjustment or indemnification more than once with respect including incurring costs only to the same matterminimum extent necessary to remedy the breach that gives rise to such Loss.

Calculation of Indemnity Payments. (a) The amount of any Loss for which indemnification is provided under this Article VII shall be net of any amounts actually recovered by the Indemnified Party (including amounts recovered under insurance policies, calculated net of any Taxes incurred with respect to the receipt of insurance proceeds) with respect to such Loss (net of reasonable and documented out- of-pocket expenses, or any deductible or increased premium incurred in obtaining such recovery) by the Indemnified Party (including payments under insurance policies and any Purchaser Insurance Policy, calculated net of all increases in premiums and other costs any Taxes incurred with respect to the receipt of such insurance policies for pursuing a claim thereunderproceeds). For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine Edisylate. (b) If an Indemnified Party recovers an amount from a third party Third Party (including payments under insurance policiesany insurer) in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VII, then the Indemnified Party shall promptly remit to the Indemnifying Party the amount received by the Indemnified Party in respect thereof excess (up to if any) of (i) (A) the amount paid by the Indemnifying Party in respect of such Losses but plus (B) the amount received by the Indemnified Party from a Third Party in respect thereof (net of any increase in premiums paid or other costs reasonable and documented out-of-pocket expenses incurred in connection with obtaining such recovery) over (ii) the recovery full amount of such proceeds)the Losses. (c) Each party Party shall, and shall cause its respective affiliates Affiliates to, take all commercially reasonable steps to mitigate mitigate, in accordance with applicable Law, any Loss indemnifiable hereunder upon and after becoming aware of any event that could reasonably be expected to give rise to any Loss. No party Party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter.be

Calculation of Indemnity Payments. (a) The amount of any Loss for which indemnification is provided under this Article VII IX or Article X hereof shall be net of any amounts actually recovered by the Indemnified Party (including under insurance policies) with respect to such Loss (including payments under insurance policies net of all increases in premiums and other costs of such insurance policies for pursuing a claim thereunder). For Section 3.08 (API), calculation of loss is based on the quantity of APIs that is unusable, which is unexpired as of the Testing Date, with payment of $0.48 per grams for Acyclovir and $25.50 per gram for Prochlorperazine EdisylateLoss. (b) If an Indemnified Party recovers an amount from a third party (including payments under insurance policies) in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VIIIX, then the Indemnified Party shall promptly remit to the Indemnifying Party the amount received by the Indemnified Party in respect thereof excess (up to if any) of (i) (A) the amount paid by the Indemnifying Party in respect of such Losses but net plus (B) the amount received by the Indemnified Party in respect thereof over (ii) the full amount of the Losses. In the event that an Indemnified Party has any rights against a third party with respect to any Loss that results in a payment by an Indemnifying Party under this Article IX, such Indemnifying Party shall be subrogated to such rights to the extent of such payment. Without limiting the generality of any increase other provision hereof, each Indemnified Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise cooperate in premiums paid or other costs incurred in connection with the recovery prosecution of such proceeds)claims. (c) Each party shall, and shall cause its respective affiliates to, take all commercially reasonable steps to mitigate any Loss indemnifiable hereunder upon and after becoming aware of any event that could would reasonably be expected to give rise to any Loss. No party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter.