Common use of Calculation of Loss Clause in Contracts

Calculation of Loss. (a) The amount of any losses for which indemnification is provided under this Article XII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such losses (net of any tax or expenses incurred in connection with such recovery). Buyer and Seller each shall use their respective commercially reasonable efforts to recover under insurance policies any losses prior to seeking indemnification under this Agreement. To the extent that indemnification for any loss is provided under Article XII and subsequently amounts are recovered by the indemnified party under insurance policies with respect to such loss or from any third party pursuant to third-party indemnification agreements, the indemnified party shall pay to the indemnifying party all such amounts recovered by the indemnified party promptly following the receipt of such amounts. (b) If the amount of any loss for which indemnification is provided under this Article XII gives rise to a Tax Benefit to the indemnified party making the indemnification claim, then the indemnification claim shall be reduced to take account of any Tax Benefit realized by the indemnified party arising from the incurrence or payment of any such loss. If any such Tax Benefit is actually realized before the date of an indemnification payment, such indemnification payment shall be reduced to take into the account the reduction in the relevant loss as a result of such Tax Benefit. If such Tax Benefit is actually realized after the date of an indemnification payment, the indemnified party shall promptly after such Tax Benefit is actually realized make a payment to the applicable indemnifying party to take into account the reduction in the relevant loss as a result of such Tax Benefit; such payments by an indemnified party not to exceed the indemnification payments previously received by such indemnified party from the indemnified party in respect of such loss. For purposes of this Section 12.7(b), a Tax Benefit is “actually realized” to the extent that such Tax Benefit can be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the indemnification claim.

Calculation of Loss. (a) The amount of any losses for which indemnification is provided under this Article XII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such losses (net of any tax or expenses incurred in connection with such recovery). Buyer and Seller each shall use their respective commercially reasonable efforts to recover under insurance policies any losses prior to seeking indemnification under this Agreement. To the extent that indemnification for any loss is provided under Article XII and subsequently amounts are recovered by the indemnified party Indemnified Party under insurance policies with respect to such loss or from any third party pursuant to third-party indemnification agreements, the indemnified party Indemnified Party shall pay to the indemnifying party Indemnifying Party all such amounts recovered by the indemnified party Indemnified Party promptly following the receipt of such amounts. (b) If the amount of any loss for which indemnification is provided under this Article XII gives rise to a Tax Benefit to the indemnified party Indemnified Party making the indemnification claimIndemnification Claim, then the indemnification claim Indemnification Claim shall be reduced to take account of any Tax Benefit realized by the indemnified party arising from the incurrence or payment of any such loss. If any such Tax Benefit is actually realized before the date of an indemnification payment, such indemnification payment shall be reduced to take into the account the reduction in the relevant loss as a result of such Tax Benefit. If such Tax Benefit is actually realized after the date of an indemnification payment, the indemnified party Indemnified Party shall promptly after such Tax Benefit is actually realized make a payment to the applicable indemnifying party Indemnifying Party to take into account the reduction in the relevant loss as a result of such Tax Benefit; such payments by an indemnified party Indemnified Party not to exceed the indemnification payments previously received by such indemnified party Indemnified Party from the indemnified party Indemnify Party in respect of such lossLoss. For purposes of this Section 12.7(b12.5(b), a Tax Benefit is “actually realized” to the extent that such Tax Benefit can be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the indemnification claimIndemnification Claim.