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) Any Liability subject to indemnification or contribution pursuant to this Article V, and any Loss (as defined in the Transitional Trademark License Agreement) subject to indemnification pursuant to Section III.E. of the Transitional Trademark License Agreement, will be net of Insurance Proceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V or entitled to indemnification under Section III.E. of the Transitional Trademark License Agreement (an “Indemnified Party”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnified Party in respect of the related Liability or Loss, as applicable. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement or the Transitional Trademark License Agreement from an Indemnifying Party in respect of any Liability or Loss, as applicable, and subsequently receives Insurance Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to such Insurance Proceeds but not exceeding the amount of the Indemnity Payment paid by the Indemnifying Party in respect of such Liability or Loss.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) Any Liability The Parties intend that any Losses subject to indemnification or contribution reimbursement payment owed or made pursuant to this Article V, and any Loss (as defined in the Transitional Trademark License Agreement) subject to indemnification pursuant to Section III.E. of the Transitional Trademark License Agreement, IV or Article V will be net of applicable Insurance Proceeds that actually reduce the amount of the Liability or Loss, as applicableProceeds. Accordingly, the amount which any party Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V or entitled to indemnification under Section III.E. of the Transitional Trademark License Agreement hereunder (an “Indemnified PartyIndemnitee”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnified Party Indemnitee on account of a covered claim under any applicable policy of insurance and in respect of the related Liability or Loss, as applicableliability. If an Indemnified Party Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement or the Transitional Trademark License Agreement from an Indemnifying Party in respect of any Liability or Loss, as applicable, Losses and subsequently receives Insurance Proceeds, then the Indemnified Party Indemnitee will promptly pay to the Indemnifying Party an the amount equal to such of the Insurance Proceeds but for such Losses, not exceeding to exceed the amount of the Indemnity Payment previously paid by the Indemnifying Party. The Parties acknowledge and agree that payment by an Indemnifying Party of an Indemnity Payment shall not be subject to, or conditioned upon, the prior receipt of Insurance Proceeds or filing of an insurance claim by the Indemnitee or the completion by any insurance company of its processes and procedures in respect of such Liability or Lossthe same claim.