Common use of Determination of Amount of Adverse Consequences Clause in Contracts

Determination of Amount of Adverse Consequences. The Adverse Consequences giving rise to any indemnification obligation hereunder shall be limited to the actual loss suffered by the Indemnified Party (i.e., reduced by any insurance proceeds or other payment or recoupment received, realized or retained 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, payment or recoupment, including retrospective premium adjustments, if any), and any reduction in federal, state, or local income or franchise tax liability of the Indemnified Party (or the affiliated group of which it is a member) occasioned by such loss or damage, but shall include an amount equal to any increase in federal, state or local income or franchise tax liability of the Indemnified Party (or the affiliated group of which it is a member) occasioned by the indemnity payment. The amount of the actual loss and the amount of the indemnity payment shall be computed by taking into account the timing of the loss or payment, as applicable, using a 10 percent interest or discount rate, as appropriate. 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 8(e).