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

Losses Net of Insurance, Etc. The amount of any Losses for which indemnification is provided under this Article VIII shall be net of (a) any amounts actually received by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, (b) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses (each Person named in clauses (a) and (b), a "COLLATERAL SOURCE"), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will 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 payment required under Section 8.01 or 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under this Article VIII, the Indemnified

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8 shall be net of (ai) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, and (biii) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each Person such source named in clauses (ai), (ii) and (biii), a "COLLATERAL SOURCE"“Collateral Source”), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will 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 payment required under Section 8.01 Sections 8(b) or 8.02 8(c) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIISection 8, the IndemnifiedIndemnified 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 Section 8 had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which ---------------------------- indemnification is provided under this Article VIII VII shall be net of (ai) in the case of Section 7.1, any accruals or reserves on the Annual Financial Statements which relate specifically to such Loss, (ii) any amounts actually received recovered by the Indemnified Party or any (as such term is defined in Section 7.5 of its Subsidiaries this Agreement) pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (biii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries recovered as an offset against such Losses Loss and (b) the net present value of any increase in insurance premiums payable by the Indemnified Party which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurance proceeds paid on account of such Loss (each such Person named in clauses (ai), (ii) and (biii), a "COLLATERAL SOURCECollateral Source"), ) and (civ) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expenseLoss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 Sections 7.1 or 8.02 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIIVII, the IndemnifiedIndemnified 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 VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 9.1 or 9.2 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (ciii) an amount equal to the present value (utilizing a discount rate equal to the Applicable Rate defined in Section 2.7(d) of the Tax tax benefit, if any, attributable to such LossesLoss. Indemnification under this Article IX shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sourcespursuant to the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Indemnifying Party will 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 payment required under Section 8.01 9.1 or 8.02 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under to this Article VIIIIX, the IndemnifiedIndemnified 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 IX had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8.1 shall be net of of: (ai) any amounts actually received by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, party; (bii) any amounts actually received under any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person source named in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), ; and (ciii) an amount equal accruals or reserves relevant to the present value claim or demand included on the Closing Balance Sheet. In addition, the Indemnifying Party shall have no liability in respect of any such Losses to the extent they arise or are incurred as a result of the Tax benefitpassing of, if anyor a change in, attributable to such Lossesany applicable Law. The Parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. If, after the Indemnifying Party may require an has paid the Indemnified Party any amount pursuant to assign Article 8, it is determined that all or portion of such payment should not have been made as a result of the rights actual payment by one or more Collateral Sources and/or the applicability of one or more of the limitations set forth in this Section 8.7, then the Indemnified Party shall repay to seek recovery from Collateral Sources; PROVIDEDthe Indemnifying Party, HOWEVERpromptly after such determination, any amount that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount would not have had to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 or 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required pay pursuant to be paid to an Indemnified Party under this Article VIII, 8 had such determination been made at the Indemnifiedtime of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII VII shall be net of (ai) in the case of Section 7.1, any accruals or reserves on the Annual Financial Statements which relate specifically to such Loss, (ii) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries indemnified party pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (biii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries recovered as an offset against such Losses Loss and (b) the net present value of any increase in insurance premiums payable by the Indemnified Party (as such term is defined in Section 7.5 of this Agreement) which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurance proceeds paid on account of such Loss (each such Person named in clauses (ai), (ii) and (biii), a "COLLATERAL SOURCECollateral Source"), ) and (civ) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expenseLoss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 Sections 7.1 or 8.02 7.2 is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party under indemnified party pursuant to this Article VIIIVII, the Indemnifiedindemnified 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 VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Sections 8.1 or 8.2 (the "Specified Sections") shall be net of (ai) any amounts accruals or reserves on the Financial Statements or the Working Capital Statement and (ii) an amount equal to the present value of the Tax benefit or detriment, if any, attributable to such Loss, as and when actually received realized by the indemnifying party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party or hereunder against any Loss, the Indemnified Party shall assign to the Indemnifying Party all of its Subsidiaries rights to seek recovery pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (b) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries receivable as an offset against any such Losses (each Person named in clauses (a) Loss and (b), a "COLLATERAL SOURCE"), and (c) an amount equal otherwise reasonably cooperate to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that provide the Indemnifying Party will then with the benefit thereof and, thereafter, the Indemnifying Party shall 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 payment required under Section 8.01 Sections 8.1 or 8.02 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under to this Article VIII, the IndemnifiedIndemnified 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.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8.01 or 8.02 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by by, or indemnification agreement with with, any third party in relation to that is not an Affiliate of such LossesIndemnified Party, and (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the from any third party that is not an Affiliate of such Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named third party that is not an Affiliate of such Indemnified Party referred to in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will 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 payment required under Section Sections 8.01 or 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIII, the IndemnifiedIndemnified 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 Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.01 or 8.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8.01 or 8.02 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by by, or indemnification agreement with with, any third party in relation to that is not an Affiliate of such LossesIndemnified Party, and (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the from any third party that is not an Affiliate of such Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named third party that is not an Affiliate of such Indemnified Party referred to in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will 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 payment required under Section Sections 8.01 or 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIII, the IndemnifiedIndemnified 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 Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.01 or 8.02.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 9.1 or Section 9.2 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (bii) any insurance proceeds or other cash receipts or sources (net of reimbursement received any increase in premiums directly relating to such Loss as reasonably demonstrated by the Indemnified Party Party) or any of its Subsidiaries other funds received as an offset against such Losses Loss (each Person named in clauses (ai) and (bii), a "COLLATERAL SOURCE"), “Collateral Source”) and (ciii) an amount equal to the present value of the Tax benefit, if any, attributable to such LossesLoss. Indemnification under this ARTICLE IX shall not be available unless the Indemnified Party first uses all commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sourcespursuant to the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Indemnifying Party will 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 payment required under Section 8.01 9.1 or 8.02 Section 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIIARTICLE IX, the IndemnifiedIndemnified 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 IX had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 7.1 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named in clauses subsections (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (ciii) an amount equal to the present value of the Tax tax benefit, if any, attributable to such LossesLoss. Indemnification under this Article VII shall not be available unless the Indemnified Party first uses commercially reasonable efforts, at the Indemnifying Party’s expense, to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that pursuant to the Indemnifying Party will then be responsible for pursuing such claim at its own expensepreceding sentence. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 or 8.02 7.1 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIIVII, the IndemnifiedIndemnified 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 VII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 7.1.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8.1 or 8.2 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to (any such Losses, (b) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses (each Person named in clauses (a) and (b)third party, a "COLLATERAL SOURCE"), ) and (cii) an amount equal to the present value of the Tax tax benefit, if any, attributable to such LossesLoss. Indemnification under this Article VIII shall not be available unless the Indemnified Party first uses all commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sourcespursuant to the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Indemnifying Party will 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 payment required under Section 8.01 8.1 or 8.02 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under to this Article VIII, the IndemnifiedIndemnified 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.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 9.01 or 9.02 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Lossesparty, (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named and source identified in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (ciii) an amount equal to any tax benefit that resulted in an actual reduction in cash payments for Taxes in the present value of same fiscal year such Losses were incurred by the Tax benefit, if any, attributable Indemnified Party in connection therewith. Indemnification under this Article IX shall not be available unless the Indemnified Party first uses commercially reasonable efforts to such Lossesseek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sourcespursuant to the preceding sentence; PROVIDEDprovided, HOWEVERhowever, that the Indemnifying Party will 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 payment required under Section 8.01 Sections 9.01 or 8.02 9.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under to this Article VIIIIX, the IndemnifiedIndemnified 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 IX had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8.1 or Section 8.2 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, and (bii) any insurance proceeds or other cash receipts or sources of reimbursement actually received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses (each Person named in clauses (a) and (b), a "COLLATERAL SOURCE"), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expenseLoss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 8.1 or 8.02 Section 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIII, the IndemnifiedIndemnified 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. The Indemnifying Party may require, as a condition to the provision of indemnification hereunder, that the Indemnified Party execute an undertaking consistent with its obligations set forth in this Section 8.7. All payments made pursuant to this Article VIII shall be treated for Tax purposes as an adjustment to the purchase price, unless otherwise required by applicable Law.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 8 shall be net of (ai) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet, (ii) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to party, net of the costs of such Lossesrecovery, (biii) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each Person such source named in clauses (ai), (ii) and (biii), a "COLLATERAL SOURCE"“Collateral Source”), and (c) an amount equal to the present value net of the Tax benefitfees, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from costs and expenses of defending or pursuing any claim against a Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expenseSource. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 Sections 8(b) or 8.02 8(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIISection 8, the IndemnifiedIndemnified 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 Section 8 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim.

Losses Net of Insurance, Etc. The amount of any Losses for which indemnification is provided under this Article VIII Agreement shall be net of (a) 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 result from the claim for such proceeds) with respect to such Losses. If any such insurance proceeds and/or other amounts are received by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, (b) any insurance proceeds or other cash receipts or sources of reimbursement received by the Indemnified Party or any of its Subsidiaries as an offset against such Losses (each Person named in clauses (a) and (b), a "COLLATERAL SOURCE"), and (c) an amount equal to the present value of the Tax benefit, if any, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will 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 payment required under Section 8.01 or 8.02 is determined after payment by the any Indemnifying Party of any amount otherwise required to be paid to an the Indemnified Party under pursuant to this Article VIII, the IndemnifiedIndemnified Party shall repay to such Indemnifying Party, promptly after receipt of such insurance proceeds and/or other amounts, the amount that such Indemnifying Party would not have had to pay pursuant to this Article VIII had such insurance proceeds and/or other amounts been received by the Indemnified Party prior to such Indemnifying Party’s payment under this Article VIII. This Section 8.5 shall not limit, delay or otherwise affect the rights of any such Indemnified Party to recover from an Indemnifying Party pursuant to this Article VIII.

Losses Net of Insurance, Etc. The amount of any Losses Loss for which indemnification is provided under this Article VIII Section 12.2 or 12.3 shall be net of (ai) any amounts actually received recovered by the Indemnified Party or any of its Subsidiaries pursuant to any indemnification by by, or indemnification agreement with with, any third party in relation to that is not an Affiliate of such Losses, Indemnified Party and (bii) any insurance proceeds or other cash receipts or sources of reimbursement received by the from any third party that is not an Affiliate of such Indemnified Party or any of its Subsidiaries as an offset against such Losses Loss (each Person named third party that is not an Affiliate of such Indemnified Party referred to in clauses (ai) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (c) an amount equal to the present value in each case net of the Tax benefitreasonable costs of recovery and, if anyapplicable, attributable to such Losses. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expensepremium increases or adjustments. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 or 8.02 Sections 12.2 and 12.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIIXII, the IndemnifiedIndemnified Party shall repay to the Indemnifying Party, promptly after such receipt, any amount that the Indemnifying Party would not have had to pay pursuant to this Article XII had such receipt been made at or prior to the time of such indemnification payment.

Losses Net of Insurance, Etc. The amount of any Losses for which indemnification is provided under this Article VIII XI shall be net of (ai) any amounts actually received by accruals or reserves reflected in the Indemnified Party or any of its Subsidiaries Closing Working Capital as finally determined pursuant to any indemnification by Section 1.3 to the extent such accruals or indemnification agreement with any third party in relation reserves actually and directly relate to such Lossesthe underlying Claim, and (bii) any insurance proceeds or other cash receipts or sources actually received (net of reimbursement received by the Indemnified Party or any of its Subsidiaries collection costs, increases in premiums and retropremiums) as an offset against such Losses (each Person source described named in clauses clause (a) and (bii), a "COLLATERAL SOURCE"“Collateral Source”), and (ciii) an amount equal to the present value of the Tax benefit, if any, benefit attributable to such Losses. The Indemnifying Party may require an Indemnified Party , to assign be paid when actually realized by the rights Company or its Affiliates (including by virtue of a loss, deduction or credit carryforward), the loss, deduction or credit related to seek recovery from Collateral Sources; PROVIDEDany such Loss being considered the last item to reduce income, HOWEVER, that the Indemnifying Party will then be responsible for pursuing such claim at its own expensegain or receipts. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 8.01 or 8.02 Article XI is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under pursuant to this Article VIIIXI, the IndemnifiedIndemnified 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 XI had such determination been made at the time of such payment.