definiens: means the reduction of Tax liabilities(calculated on the basis of the actual reduction in cash payments for Taxes ) resulting from an increase in deductions, losses orTax credits or decrease in the income, gain or recapture of Tax credits that the Indemnified Party or any subsidiary or otheraffiliated entity actually reported in any taxable period ( or portions thereof ) subsequent to the Closing Date . In determiningLosses for purposes of this Agreement, the parties shall make appropriate reimbursements for Tax Benefits recognized by a partyhereto as set forth herein and for insurance coverage to the extent of insurance proceeds actually received with respect to anyindemnification claim, net of all costs and expenses incurred to collect such insurance . Any indemnity payment under thisAgreement shall be decreased by any amounts actually received by the Indemnified Party under Third Party insurance policieswith respect to such Damage prior to the time payment by the Indemnifying Party is due and payable under this Agreement ( netof any premiums paid by such Indemnified Party under the relevant insurance policy and any costs incurred by such IndemnifiedParty in procuring such payment under such policy ), each Party agreeing ( i ) to use commercially reasonable efforts to recover allavailable insurance proceeds and ( ii ) to the extent that any indemnity payment under this Agreement has been paid by theIndemnifying Party to or on behalf of the Indemnified Party prior to the receipt, directly or indirectly, by the Indemnified Partyof any net insurance proceeds under Third Party insurance policies on account of such Loss which duplicate, in whole or in part, the payment made by the Indemnifying Party to or on behalf of the Indemnified Party, the Indemnified Party shall remit to theIndemnifying Party an amount equal to the amount of the net insurance proceeds actually received by the Indemnified Party onaccount of such Loss which duplicate, in whole or in part, the payment made by the Indemnifying Party to or on behalf of theIndemnified Party