Common use of Indemnification Obligations Net of Insurance Proceeds and Other Amounts Clause in Contracts

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will shall be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts insurance proceeds that actually recovered reduce the amount of the Indemnifiable Loss and (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Trident Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss. Accordingly, the amount which either Party (an “Indemnifying Party”) indemnifying party is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnitee will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party indemnifying party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party indemnifying party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VI will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”), and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Disaffiliation Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Disaffiliation Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VI will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (such proceeds shall be reduced by the present value, based on that Party’s then-cost, of short-term borrowing of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person by or on behalf of third party with respect to any such Liability corresponding to the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be (a) net of Insurance Proceeds that are actually received by the Indemnified Party, (b) decreased by any actual recoveries from third parties pursuant to indemnification or other amounts otherwise with respect thereto, (c) decreased by any Tax Benefit actually recovered recovered, and (net of d) increased by any out-of-pocket costs or expenses Tax Cost actually incurred in the collection thereof) from any Person by or on behalf as a result of the Indemnitee in respect receipt of any indemnifiable Liability(or entitlement to) such indemnity payment, as applicable. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any such Insurance Proceeds or other amounts and/or recoveries actually recovered (net of any out-of-pocket costs or expenses incurred received from third parties and/or Tax Benefits actually recovered, and increased by Tax Costs actually incurred, in the collection thereof) from any Person each case, by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability, as applicable. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilityrecovery from a third party (including any Tax Benefit actually recovered), then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess lesser of (x) the amount of such Insurance Proceeds or the amount actually received from the third party (including any Tax Benefit actually recovered) and (y) the Indemnity Payment received over previously received. If an Indemnified Party receives an Indemnity Payment from an Indemnifying Party in respect of any Liability and subsequently incurs Tax Costs associated by that Indemnity Payment, then the Indemnifying Party will pay to the Indemnified Party an amount equal to those Tax Costs promptly after receipt of a reasonably detailed statement of those Tax Costs given by the Indemnified Party to the Indemnifying Party within a reasonable period of time (not to exceed six months) after the Tax Cost is actually incurred. In the case of Tax Benefits, “actually recovered” means an Indemnified Party actually realizes a Refund or a decrease in Taxes reported on a filed Tax Return (in or with respect to a taxable year that ends on or before December 31, 2021) in connection with the incurrence or the payment by the Indemnified Party of such fees or costs or indemnifiable amounts determined using a “with and without” methodology (treating any deductions attributable to such fees or costs or indemnifiable amounts as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryovers). In the case of Tax Costs, “actually incurred” means an Indemnified Party actually realizes a Tax Cost reported on a filed Tax Return (in or with respect to a taxable year that ends on or before December 31, 2021) in connection with the receipt of (or entitlement to) an Indemnity Payment determined using a “with and without” methodology (treating any receipt of (or entitlement to) such Indemnity Payment as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryovers). For the avoidance of doubt, for purposes of determining the amount “actually recovered” (for purposes of Tax Benefits) or “actually incurred” (for purposes of Tax Costs), a netting approach shall be taken for determining any increase or decrease, as the Indemnity Payment that would have been due if the Insurance Proceeds case may be, of taxable income or such loss, net operating losses, deductions or other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeTax attributes.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that amount of any Liability subject to indemnification, contribution or reimbursement pursuant to Damages for which indemnification is provided under this Article IV or Article V Agreement will be net of Insurance Proceeds or other any amounts actually recovered (net of any out-of-pocket costs or expenses incurred in by the collection thereof) Indemnified Party from any Person by or on behalf Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnitee Indemnified Party upon payment in full of the amount of the relevant indemnifiable Damages. An insurer who would otherwise be obligated to pay any claim will not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto, in either case, solely by virtue of the indemnification provisions of this Agreement. If any Indemnified Party recovers an amount from a Third Party in respect of any Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Liability. Accordingly, Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount which either received from the Third Party exceeds the remaining unpaid principal balance of such indemnifiable Damages, then the Indemnified Party will promptly remit to the Indemnifying Party the excess (an “Indemnifying Party”if any) is required to pay to any Person entitled to indemnification or contribution hereunder of (an “Indemnitee”i) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf sum of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required amount theretofore paid by this Agreement from an such Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts such indemnifiable Damages plus the amount received from the Third Party in respect thereof, less (ii) the full amount of such Liabilityindemnifiable Damages, then within ten and less (10iii) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of any Taxes payable by the Indemnity Payment Indemnified Party with respect to any sums paid to the Indemnified Party described in clause (i) above that would have been due if are treated as taxable income to the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeIndemnified Party.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed RRD Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”), and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in a Tax Disaffiliation Agreement, and increased in accordance with, and subject to, the principles set forth in a Tax Disaffiliation Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VIII including, for the avoidance of doubt, in respect of any Specified DowDuPont Shared Liability and any Shared Historical DuPont Liability, shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss and (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VIII shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV or Article V will shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 4.4, if SpinCo should be responsible to indemnify KAR for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, SpinCo shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party Newco or Vornado (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) or any other amounts in respect of such Liability, then within ten thirty (1030) calendar days of receipt receipt, of such Insurance ProceedsProceeds or other amount, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of any such indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the same Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Section 10 will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either that any Indemnifying Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnitee will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the such Indemnitee in respect of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitythe related Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts in either case actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts in either case actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Indemnifiable Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of any indemnifiable Liabilitythe related Indemnifiable Loss. Accordingly, except as otherwise expressly provided in such sections of the Insurance Matters Agreement, (i) the amount which either that any Party (an “Indemnifying Party”) is required to pay to any Person person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If Indemnifiable Loss; and (ii) if an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss and subsequently receives Insurance Proceeds or any other amounts in respect reduction of such LiabilityIndemnifiable Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten thirty (1030) calendar days of receipt of receiving such Insurance Proceedspayment, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV Agreement or Article V will any Transaction Document: (i) shall be net of reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability; (ii) shall not be increased to take into account any Tax costs incurred by the Indemnitee arising from any Indemnity Payments received from the Indemnifying Party (as defined below); and (iii) shall not be reduced to take into account any Tax benefit received by the Indemnitee arising from the incurrence or payment of any Indemnity Payment. Accordingly, the amount which either any Party against whom a claim is made for indemnification under this Agreement (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will Indemnitee shall be reduced by any Insurance Proceeds or any other amounts actually theretofore recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the same Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V III will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article III (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. Notwithstanding anything to the contrary in the Transition Services Agreements, the parties agree that if any such Insurance Proceeds were paid by an insurance company under a plan, such as a retrospective premium or large deductible program, where such Insurance Proceeds are subsequently billed back to one of the parties by the insurance company, then (i) if billed to the Indemnifying Party, it will pay the insurance company and will not charge such amount to the Indemnitee, or (ii) if billed to the Indemnitee, the Indemnifying Party will pay on behalf of or reimburse, as appropriate, the Indemnitee for such amount.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of any indemnifiable the related Liability, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement. Accordingly, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement, (i) the amount which either that any Party (an “Indemnifying Party”"INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”"INDEMNITEE") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If ; and (ii) if an Indemnitee receives a payment (an “Indemnity Payment”"INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance ProceedsProceeds or other amounts, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnified Party for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnified Party with respect to any Indemnifiable Loss such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (including pursuant to any indemnity from a Third Party) (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityLiability (including pursuant to any indemnity from a Third Party). If an Indemnitee receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance ProceedsProceeds or other amounts, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will the Indemnitee shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar 30 days of receipt of receiving such Insurance Proceedspayment, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability liability subject to indemnificationindemnification (an “Indemnified Liability”), contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds any insurance proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person individual or entity by or on behalf of the Indemnitee (as defined below) in respect of any indemnifiable LiabilityIndemnifiable Liability pursuant to an insurance policy (an “Insurance Policy”). Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds insurance proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person person by or on behalf of the Indemnitee in respect of the related Indemnified Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Indemnified Liability and subsequently receives Insurance Proceeds any insurance proceeds or any other amounts in respect of such Indemnified Liability, then within ten (10) calendar days of receipt of such Insurance Proceedsinsurance proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds insurance proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) 10 calendar days of receipt of such Insurance ProceedsPayment, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss (and net of any the reasonable out-of-pocket costs or expenses incurred in recovering such Insurance Proceeds), (ii) net of any proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 4.2 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 4.2 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV III or Article V will IV shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 3.04, if Fuels should be responsible to indemnify Tech for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, Fuels shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will Section 6 shall be calculated (i) net of Insurance Proceeds or other amounts insurance proceeds that actually recovered reduce the amount of the Loss, (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 2.4 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Section 6 to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Section 6 shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability and (ii) other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereofthereof and net of any reimbursements) from any Person by that actually reduce the amount of, or on behalf of are paid to the applicable Indemnitee in respect of any indemnifiable Liabilityof, such Liability (“Third-Party Proceeds”). Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually Third-Party Proceeds recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereofthereof and net of any reimbursements) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts Third-Party Proceeds in respect of such Liability, then within ten (10) calendar days of after receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts Third-Party Proceeds (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereofthereof and net of any reimbursements) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Indemnifiable Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of any indemnifiable Liabilitythe related Indemnifiable Loss. Accordingly, except as otherwise expressly provided in such sections of the Insurance Matters Agreement, (i) the amount which either that any Party (an “Indemnifying Party”) is required to pay to any Person person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If Indemnifiable Loss; and (ii) if an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss and subsequently receives Insurance Proceeds or any other amounts in respect reduction of such LiabilityIndemnifiable Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties Post and BellRing LLC intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article ARTICLE V will shall be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party Post or BellRing LLC (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated net of (i) Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (but excluding for the avoidance of doubt, any such amount under Self-Insurance) or (ii) any indemnification or other similar proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third-Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article IV to any Indemnitee pursuant to this Article IV shall be reduced by any such Insurance Proceeds or other amounts Third-Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives such Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV V or Article V VI (i) will be net of Insurance Proceeds or other amounts in each case actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability, and (ii) shall take into account any Tax benefit realized by the Person entitled to indemnification or contribution hereunder (an “Indemnitee”) (using the methodology set forth in the Tax Matters Agreement to determine the amount of any such Tax benefit) and any Tax cost incurred by the Indemnitee arising from the incurrence or payment of the indemnifiable Liabilities. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts in each case actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V Section 5 will be net of Insurance Proceeds that actually reduce the amount of, or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in are paid to the collection thereof) from any Person by or on behalf of the applicable Indemnitee in respect of, such Liability and net of any indemnifiable Liabilityreasonably expected tax benefits and tax costs to the Indemnitee (and members of the Indemnitee’s Group). Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be (i) reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability, (ii) reduced by the net present value (calculated using a discount rate equal to the Annual Mid-term Applicable Federal Rate as provided in the Internal Revenue Service Revenue Rulings) of any net tax benefits to the Indemnitee (and members of the Indemnitee’s Group) reasonably expected to be actually utilized by the Indemnitee (or any member of the Indemnitee’s Group) within the taxable year in which such Liability is incurred and the following four years and (iii) increased by the net present value (calculated using a discount rate equal to the Annual Mid-term Applicable Federal Rate as provided in the Internal Revenue Service Revenue Rulings) of any net tax costs to the Indemnitee (and members of the Indemnitee’s Group) reasonably expected to arise from the receipt of any Indemnity Payment hereunder. In applying the preceding sentence, the Indemnitee will determine the amounts of reasonably expected net tax benefits and net tax costs in its good faith discretion. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VII including, for the avoidance of doubt, in respect of any Shared Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs or expenses incurred proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”), and (iii) in the collection thereofcase of any European Rentals Disposition Taxes, in calculating the payment due from SpinCo or RemainCo, as applicable, with such Party being credited with the aggregate amount paid or payable by such Party with respect to any European Rentals Disposition Taxes (whether to the other Party or to the applicable Governmental Entity) from any Person in accordance with the Tax Matters Agreement (measured by or on behalf comparing such Party’s actual obligation for such Taxes taking into account the provisions of the Indemnitee in Tax Matters Agreement with such Party’s hypothetical obligation for such Taxes taking into account the provisions of the Tax Matters Agreement, but without taking into account any item of income, gain, loss or deduction with respect to the transactions contemplated by the European Rentals Sale Agreement), such that, taking into account such payments and obligations, and the payments required pursuant to this Agreement, each of RemainCo and SpinCo bears its Applicable Portion of any indemnifiable Liabilitysuch Taxes, without duplication. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will Agreement shall be net of (i) Insurance Proceeds that actually reduce the amount of the Liability for which indemnification is sought or (ii) other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by third party that actually reduce the amount of, or on behalf of are paid to the applicable Indemnitee in respect of any indemnifiable Liabilityof, such Liability (“Third-Party Proceeds”). Accordingly, the amount which either any Party (an the “Indemnifying PartyIndemnitor”) is required to pay to any Person entitled to indemnification or contribution hereunder reimbursement under Section 5.2 or Section 5.3 of this Agreement (an the “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts Third-Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If an the Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party the Indemnitor in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall promptly pay to the Indemnifying Party Indemnitor an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. For the avoidance of doubt, in no event shall this Section 5.4(a) require any Party to seek insurance or other third-party proceeds.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any specifically identifiable increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third-Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article IV to any Indemnitee pursuant to this Article IV shall be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will 5 shall be calculated (i) net of Insurance Proceeds actually received by such party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third-Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article 5 to any Indemnitee pursuant to this Article 5 shall be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss, in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (each case net of the costs of collection thereof and any out-of-pocket costs or expenses incurred increase in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liabilitypremium attributable thereto. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the such Indemnitee in respect of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitythe related Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will be net VII including, for the avoidance of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee doubt, in respect of any indemnifiable Shared Contingent Liability, shall be calculated (i) net of insurance proceeds that actually reduce the amount of the Indemnifiable Loss, (ii) net of any proceeds received by the Indemnitee from any third party for indemnification for such Liability that actually reduce the amount of the Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 7.3 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 7.3 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VII shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss (and net of any the reasonable out-of-pocket costs or expenses incurred in recovering such Insurance Proceeds), (ii) net of any proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 7.3 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 7.3 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of after receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV or Article V will VII shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV III or Article V will IV shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 3.04, if Automotive should be responsible to indemnify MTI for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, Automotive shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other and any amounts recovered pursuant to an RBOC Agreement that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related LiabilityLiability and by any amount actually theretofore recovered pursuant to an RBOC Agreement. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds Proceeds, or recovers any other amounts in respect of such Liabilityamount pursuant to an RBOC Agreement, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) and/or RBOC Agreement recovery had been received, realized or recovered before the Indemnity Payment was made.. (b) In the case of any Shared Contingent Liability, any Insurance Proceeds, or recoveries pursuant to any RBOC Agreement actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds or recovery pursuant to an RBOC Agreement, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing, of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will IX shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss, and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article IX to any Indemnitee pursuant to this Article IX shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds, or Third Party Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V III will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Indemnifiable Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of any indemnifiable Liabilitythe related Indemnifiable Loss. Accordingly, except as otherwise expressly provided in such sections of the Insurance Matters Agreement, (i) the amount which either that any Party (an “"Indemnifying Party”") is required to pay to any Person person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If Indemnifiable Loss; and (ii) if an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss and subsequently receives Insurance Proceeds or any other amounts in respect reduction of such LiabilityIndemnifiable Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VII shall be calculated net of (i) Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time); (ii) any proceeds actually received by the Indemnitee from any unaffiliated Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”); and (iii) any Tax benefits actually realized by the Indemnitee in the taxable year in which the indemnification payment is made or immediately following such taxable year, in each case to the extent that such Tax benefits arise from the incurrence or payment of such Indemnifiable Loss. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VII to any Indemnitee pursuant to this Article VII shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of recovered, or any out-of-pocket costs or expenses incurred Tax benefits actually realized in the collection thereof) from any Person taxable period specified above, by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts Third Party Proceeds, or actually realizes a Tax benefit in respect of such Liabilitythe taxable period specified above that would have reduced the Indemnity Payment, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds, Third Party Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Tax benefits had been received, realized or recovered before the Indemnity Payment was mademade (net of all out-of-pocket expenses (including Taxes)) of such Indemnitee and without interest (other than any interest paid by the relevant Governmental Authority with respect to any such Tax benefits in the form of Tax refunds). Such Indemnifying Party, upon the request of such Indemnitee, shall repay to such Indemnitee the amount paid over pursuant to this Section 7.7(a) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Indemnitee is required to repay such Tax benefits to such Governmental Authority. Notwithstanding anything to the contrary in this Section 7.7(a), in no event will the Indemnitee be required to pay any amount to an Indemnifying Party pursuant to this Section 7.7(a) the payment of which would place the Indemnitee in a less favorable net after-Tax position than the Indemnitee would have been in if the Indemnity Payment had never been made by the Indemnifying Party.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement shall obligate any member of any Group to seek to collect or recover any Insurance Proceeds.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Cendant Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits in accordance with, and subject to, the principles set forth or referred to in Section 7.3(c) of the Tax Sharing Agreement, and increased in accordance with, and subject to, the principles set forth in Section 7.3(c) of the Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V ARTICLE VII, including in respect of any Unallocated Liability, will (i) be net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Liability, and (ii) be net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable LiabilityLiability (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this ARTICLE VII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this ARTICLE VII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.. The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not delay any Indemnity Payment otherwise determined to be due and owing by an Indemnifying Party; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the portion of the claim of the Indemnitee for such insurance or against such third party equal to the amount of such payment

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time), and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by the amount of any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (ad) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of any indemnifiable the related Liability, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement. Accordingly, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement, (i) the amount which either that any Party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related Liability. If ; and (ii) if an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other and any amounts recovered pursuant to an RBOC Agreement that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related LiabilityLiability and by any amount actually theretofore recovered pursuant to an RBOC Agreement. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds Proceeds, or recovers any other amounts in respect of such Liabilityamount pursuant to an RBOC Agreement, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) and/or RBOC Agreement recovery had been received, realized or recovered before the Indemnity Payment was made. (b) In the case of any Shared Contingent Liability, any Insurance Proceeds, or recoveries pursuant to any RBOC Agreement actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds or recovery pursuant to an RBOC Agreement, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance Proceeds or amount pursuant to an RBOC Agreement. (c) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or any Ancillary Agreement shall obligate any member of any Group to seek to collect or recover any Insurance Proceeds. 5.5.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V ultimately will be net of (i) Insurance Proceeds that actually reduce the amount of, or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in are paid to the collection thereof) from any Person by or on behalf of the applicable Indemnitee in respect of of, the Liability or (ii) other amounts recovered from any indemnifiable Liabilitythird party that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, the Liability (“Third-Party Proceeds”). Accordingly, the amount which either any Party (an “Indemnifying Party”) is required has paid to pay to or on behalf of any Person entitled to indemnification or contribution reimbursement hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts Third-Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts Third-Party Proceeds in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received minus any costs or expenses incurred by the Indemnitee in recovering such payment over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) thereof from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) thereof from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) thereof had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) a. The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V Section 3 will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement Land Lease from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV or Article V will shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 4.4, if AFI should be responsible to indemnify AWI for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, AFI shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Losses subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Section 5.15 will be net of Insurance Proceeds (x) any amounts (A) received by an Indemnified Party from an insurance carrier; or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereofB) from any Person paid by or an insurance carrier on behalf of the Indemnitee in respect insured (such amounts, “Insurance Proceeds”) that actually reduce the amount of the Losses and (y) any indemnifiable Liabilitytax benefits actually realized by NewCo resulting from such indemnification or reimbursement. Accordingly, the amount which either Party (an “Indemnifying Party”) Ardagh is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnified Party will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect reduction of the related LiabilityLosses. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Ardagh in respect of any Liability Losses and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party Ardagh an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. The Parties agree that if any such Insurance Proceeds were paid by an insurance company under a plan, such as a retrospective premium or large deductible program, where such Insurance Proceeds are subsequently billed back to one of the Parties by the insurance company, then (1) if billed to Ardagh, it will pay the insurance company and will not charge such amount to the Indemnified Party, or (B) if billed to the Indemnified Party, Ardagh will pay on behalf of or reimburse, as appropriate, the Indemnified Party for such amount.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any each Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V hereto will be net of (i) all Insurance Proceeds or Proceeds, and (ii) all recoveries, judgments, settlements, contribution, indemnities and other amounts actually recovered received (net including by way of any outset-of-pocket costs or expenses incurred in the collection thereofoff) from any Person by all Third Parties, in each case that actually reduce the amount of, or on behalf of are paid to the Indemnitee applicable indemnitee in respect of any indemnifiable Liabilityof, such Liability (“Third Party Proceeds”). Accordingly, the amount which either Party that the indemnifying Parties (Distributing and SVMC together, or Controlled and TG LP together, an “Indemnifying Party”) is required to pay to any each Person entitled to indemnification or contribution hereunder (each an “IndemniteeIndemnified Party”) will shall be reduced by any all Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person and Third Party Proceeds received by or on behalf of the Indemnitee Indemnified Party in respect of the related relevant Liability; provided, that all amounts described in Section 10.2 or Section 10.3 which are incurred by an Indemnified Party shall be paid promptly by the Indemnifying Party and shall not be delayed pending any determination as to the availability of Insurance Proceeds or Third Party Proceeds; and provided, further, that upon such payment by or on behalf of an Indemnifying Party to an Indemnified Party in connection with a Third Party Claim, to the extent permitted by applicable Laws such Indemnified Party shall assign its rights to recover all Insurance Proceeds and Third Party Proceeds to the Indemnifying Party and such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to all events and circumstances in respect of which such Indemnified Party may have with respect to all rights, defenses, and claims relating to such Third Party Claim. If If, notwithstanding the second proviso in the preceding sentence, an Indemnitee Indemnified Party receives a payment required to be made under this Article X (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any a Liability and subsequently receives Insurance Proceeds or any other amounts Third Party Proceeds in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received amount paid by the Indemnifying Party over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) and Third Party Proceeds had been received, realized or recovered received before the Indemnity Payment was made. Each member of the SVM Group and each member of the TG Group shall use commercially reasonable efforts to seek to collect or recover all Insurance Proceeds and all Third Party Proceeds to which such Person is entitled in respect of a Liability for which such Person seeks indemnification pursuant to this Article X; provided, that such Person’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder unless such inability is a result of such Person’s failure to exercise commercially reasonable efforts to so collect and recover any such Insurance Proceeds or Third Party Proceeds.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time); and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third-Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing, of future premium increases only if known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated net of (i) Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time); (ii) any proceeds actually received by the Indemnitee from any unaffiliated Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”); and (iii) any Tax benefits actually realized by the Indemnitee in the taxable year in which the indemnification payment is made or immediately following such taxable year, in each case to the extent that such Tax benefits arise from the incurrence or payment of such Indemnifiable Loss. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of recovered, or any out-of-pocket costs or expenses incurred Tax benefits actually realized in the collection thereof) from any Person taxable period specified above, by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts Third Party Proceeds, or actually realizes a Tax benefit in respect of such Liabilitythe taxable period specified above that would have reduced the Indemnity Payment, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.the

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution or reimbursement pursuant to this Article IV 4 or Article V 5 will be paid (i) net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of such indemnifiable Loss and (ii) taking into account any indemnifiable LiabilityTax benefit allowable to the Indemnified Party (using the methodology set forth in Section 11(d) of the Tax Matters Agreement to determine the amount of any such benefit) and any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. Xxxxxxx and SpinCo agree that, for United States federal income Tax purposes, any payment made pursuant to this Article 4 will be treated as provided under Section 12(c) of the Tax Matters Agreement. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be (i) reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of the related LiabilityLoss and the amount of any Tax benefit allowable to the Indemnified Party (as determined using the methodology set forth in Section 11(d) of the Tax Matters Agreement) and (ii) increased by any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitythe same Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) 10 calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Losses subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will IX shall be calculated (i) net of insurance proceeds actually received by the Indemnified Party for such Liability that actually reduce the amount of the Loss (“Insurance Proceeds or other amounts actually recovered Proceeds”) and (ii) net of any out-of-pocket costs indemnity or expenses incurred in contribution proceeds actually received by the collection thereof) Indemnified Party from any Person by or on behalf third party for such Liability that actually reduce the amount of the Indemnitee in respect Loss (“Third Party Proceeds”); provided, that for purposes of this Section 9.10, Insurance Proceeds and Third Party Proceeds shall be calculated net of any indemnifiable Liabilitydeductible, retention amount or increased insurance premiums and net of reasonable and documented costs of recovery incurred by the Indemnifying Party in obtaining such recovery. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article IX to any Person entitled Indemnified Party pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article IX shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee Indemnified Party in respect of the related LiabilityLoss. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. The Indemnified Party shall use commercially reasonable efforts to seek to collect or recover any Insurance Proceeds and any Third Party Proceeds to which the Indemnified Party is entitled in connection with any Loss for which the Indemnified Party seeks indemnification pursuant to this Article IX; provided, however, that in no event shall the Indemnified Party be required to (A) file one or more lawsuits or commence any other Proceeding against any insurer, reinsurer or Affiliate thereof (in its capacity as such) or (B) seek to first recover under the RWI Policy, any insurance policy or any other third party; provided, further, that the Indemnified Party’s inability, following such efforts, to collect or recover any such Insurance Proceeds or Third Party Proceeds (despite having used commercially reasonable efforts, subject to the immediately preceding proviso) shall not limit the Indemnifying Party’s obligations hereunder; provided, further, that Buyer Indemnified Parties shall have no obligation to seek to first collect or first recover any Insurance Proceeds or Third Party Proceeds, in each case with respect to any Loss arising under or relating to Environmental Laws prior to obtaining indemnification from the Indemnifying Party pursuant to Article IX (which, for the avoidance of doubt, shall not release the Buyer Indemnified Parties from their general obligations to seek recovery pursuant to Section 5.27, without any implication for the timing or enforcement of this obligation under this Article IX).

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing, of future premium increases only if known at such time), and after reducing any retrospective or other amounts actually recovered audited premium or similar adjustments that are reasonably expected to result from such Insurance Proceeds, and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other and any amounts recovered pursuant to an RBOC Agreement that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect reduction of the related LiabilityLiability and by any amount actually theretofore recovered pursuant to an RBOC Agreement. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds Proceeds, or recovers any other amounts in respect of such Liabilityamount pursuant to an RBOC Agreement, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) and/or RBOC Agreement recovery had been received, realized or recovered before the Indemnity Payment was made.