Common use of Limitations on Indemnification Obligations Clause in Contracts

Limitations on Indemnification Obligations. (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

Limitations on Indemnification Obligations. (aIn addition to the limitation set forth in Section 10.02(e) The with respect to St. Paul's aggregate liability, the amount which any Party either party hereto (an "Indemnifying PartyINDEMNIFYING PARTY") is or may be required to pay to any Person other party (an "Indemnified PartyINDEMNITEE") in respect of Damages or other Liability for which indemnification is provided under this Agreement pursuant to Sections 10.01 and 10.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or any other amounts actually received (including Insurance Proceeds actually received) recovered by or on behalf of such Indemnified Party (net Indemnitee, in reduction of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")Loss. If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under an Indemnitee has received the payment required by this Agreement after the full amount of such Damages has been paid by from an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of any Loss and has subsequently actually received Insurance Proceeds or other amounts in respect of such DamagesLoss, less (B) then such Indemnitee shall promptly pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). 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 have been due if such Indemnity Reduction Amounts not be entitled to receive in respect thereof had been received before the indemnity payment was madeabsence of the indemnification provisions) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (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 any either Party (an "“Indemnifying Party"”) is or may be required to pay to any Person entitled to indemnification or contribution hereunder (an "Indemnified Party"“Indemnitee”) in respect of Damages or other Liability for which indemnification is provided under this Agreement shall will be reduced by any Insurance Proceeds or other amounts actually received recovered (including Insurance Proceeds actually receivednet of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")the related Liability. If any Indemnified an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damagesrelated Liability, then the Indemnified Party shall promptly remit Indemnitee will pay to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) Indemnity Payment received over the amount of the indemnity payment Indemnity Payment that would have been due if the Insurance Proceeds or such Indemnity Reduction Amounts other amounts (net of any out-of-pocket costs or expenses incurred in respect thereof the collection thereof) had been received received, realized or recovered before the indemnity payment Indemnity Payment was made.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount which that any Party party (an "Indemnifying PartyINDEMNIFYING PARTY") is or may be required to pay to any other Person (an "Indemnified PartyINDEMNITEE") in respect of Damages pursuant to Section 7.01 or other Liability for which indemnification is provided under this Agreement Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered from third parties by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts against a third party in respect of Damages for which any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather, the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated or (iii) entitled to any subrogation rights with respect to any obligation hereunder. If an amount equal to Indemnitee shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Losses, less (B) then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was madeof such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount which that any Party party (an "Indemnifying PartyINDEMNIFYING PARTY") is or may be required to pay to any other Person (an "Indemnified PartyINDEMNITEE") in respect of Damages pursuant to SECTION 7.01, SECTION 7.02 or other Liability for which indemnification is provided under this Agreement SECTION 7.03 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered from third parties by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages or other Liability the related Indemnifiable Losses (such net amounts are referred to except that nothing herein shall be construed as "Indemnity Reduction Amounts"). If requiring any Indemnified Party receives any Indemnity Reduction Amounts Indemnitee in respect of Damages any Shipbuilding Securities Liability to file any claim for which insurance). The existence of a claim by an Indemnitee for insurance or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an amount equal to Indemnitee shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Losses, less (B) then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was made.of such Indemnifiable Losses. (b)

Limitations on Indemnification Obligations. (a) The amount which that any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including including, without limitation, Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including including, without limitation, reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party ------------------------------------------ party (an "Indemnifying Party") is or may be required to pay to any Person MMI Indemnitee or Stream International Indemnitee (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Sections 5.1 or other Liability for which indemnification is provided under this Agreement 5.2 hereof shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered by or on behalf of such Indemnified Indemnitee in reduction of the related Indemnifiable Loss. To the extent an Indemnifying Party makes full payment in respect of an Indemnifiable Loss and such Indemnifiable Loss is covered by an insurance policy which has not been the subject of an effective assignment to the Indemnifying Party, at the request of the Indemnifying Party, the Indemnitee shall use commercially reasonable efforts at the expense of the Indemnifying Party (net of increased which expenses shall be deemed to include any increase in insurance premiums and charges of the Indemnitee attributable to the extent related filing of such claims) to Damages enforce any and costs and expenses (including reasonable legal fees and expenses) incurred by all claims under such Indemnified Party in connection with seeking to collect and collecting such amounts) insurance policy in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")Indemnifiable Loss for the benefit of the Indemnifying Party. If any Indemnified Indemnitee shall have received the full payment required by this Agreement from an Indemnifying Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after an Indemnifiable Loss and shall subsequently actually receive insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the full amount of such Damages has been paid by an Indemnifying Party insurance proceeds or after an Indemnifying Party has made a partial payment other amounts actually received (net of such Damages and such Indemnity Reduction Amounts any expenses in obtaining the same), but not to exceed the remaining unpaid balance net amount of such Damages, then the Indemnified Party shall promptly remit to payments previously received by the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by Indemnitee from the Indemnifying Party in respect of such Damages, less (B) the amount Indemnifiable Loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the indemnity payment 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 have been due if such Indemnity Reduction Amounts not be entitled to receive in respect thereof had been received the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing herein shall require an Indemnitee to enforce claims under an insurance policy before the indemnity payment was madeproceeding to enforce its rights to indemnification against an Indemnifying Party.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed exceeds the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party ------------------------------------------ party (an "Indemnifying Party") is or may be required to pay to any Person CST Indemnitee or Stream International Indemnitee (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Sections 5.1 or other Liability for which indemnification is provided under this Agreement 5.2 hereof shall be reduced (including, without limitation, retroactively) by any insurance proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered by or on behalf of such Indemnified Indemnitee in reduction of the related Indemnifiable Loss. To the extent an Indemnifying Party makes full payment in respect of an Indemnifiable Loss and such Indemnifiable Loss is covered by an insurance policy which has not been the subject of an effective assignment to the Indemnifying Party, at the request of the Indemnifying Party, the Indemnitee shall use commercially reasonable efforts at the expense of the Indemnifying Party (net of increased which expenses shall be deemed to include any increase in insurance premiums and charges of the Indemnitee attributable to the extent related filing of such claims) to Damages enforce any and costs and expenses (including reasonable legal fees and expenses) incurred by all claims under such Indemnified Party in connection with seeking to collect and collecting such amounts) insurance policy in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")Indemnifiable Loss for the benefit of the Indemnifying Party. If any Indemnified Indemnitee shall have received the full payment required by this Agreement from an Indemnifying Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after an Indemnifiable Loss and shall subsequently actually receive insurance proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the full amount of such Damages has been paid by an Indemnifying Party insurance proceeds or after an Indemnifying Party has made a partial payment other amounts actually received (net of such Damages and such Indemnity Reduction Amounts any expenses in obtaining the same), but not to exceed the remaining unpaid balance net amount of such Damages, then the Indemnified Party shall promptly remit to payments previously received by the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by Indemnitee from the Indemnifying Party in respect of such Damages, less (B) the amount Indemnifiable Loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the indemnity payment 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 have been due if such Indemnity Reduction Amounts not be entitled to receive in respect thereof had been received the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing herein shall require an Indemnitee to enforce claims under an insurance policy before the indemnity payment was madeproceeding to enforce its rights to indemnification against an Indemnifying Party.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including including, without limitation, Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including including, without limitation, reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed exceeds the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they 61 66 would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The amount which ------------------------------------------------------ that any Party party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Section 7.03, 7.04 or other Liability for which indemnification is provided under this Agreement 7.05, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered from third parties by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages the related Indemnifiable Loss. The existence of a claim by an Indemnitee for monies from an insurer or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts against a third party in respect of Damages for which any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather the Indemnifying Party has made a partial shall make payment in full of such Damages the amount determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an amount equal to Indemnitee has received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Loss, less then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (Bor Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the indemnity payment that would have been due if such Indemnity Reduction Amounts aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect thereof had been of such Indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received before from the indemnity payment was madeIndemnifying Parties) of such Insurance Proceeds).

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount which that any Party party (an "Indemnifying PartyINDEMNIFYING PARTY") is or may be required to pay to any other Person (an "Indemnified PartyINDEMNITEE") in respect of Damages or other Liability for which indemnification is provided under this Agreement pursuant to Section 9.2 above, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered from third parties by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts against a third party in respect of Damages for which any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an amount equal to Indemnitee shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Losses, less (B) then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was madeof such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The amount which that any Party party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Section 7.01 or other Liability for which indemnification is provided under this Agreement Section 7.02 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually received (including Insurance Proceeds actually received) recovered from third parties by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of such Damages the related Indemnifiable Losses. The existence of a claim by an Indemnitee for insurance or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts against a third party in respect of Damages for which any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an amount equal to Indemnitee shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Losses, less (B) then such Indemnitee shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was madeof such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "“Indemnifying Party"”) is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "“Indemnity Reduction Amounts"”). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

Limitations on Indemnification Obligations. (a) The Parties hereto intend that each Liability subject to indemnification, contribution or reimbursement pursuant hereto will be net of (i) all Insurance Proceeds and (ii) all recoveries, judgments, settlements, contributions, indemnities, and other amounts received (including by way of set-off) from all Third Parties, in each case that actually reduces the amount which any of, or are paid to the applicable indemnitee in respect of, such Liability ("Third Party Proceeds"). Accordingly, the amount that a Party (each, an "Indemnifying Party") is or may be required to pay to any each Person entitled to indemnification hereunder (each an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including all Insurance Proceeds actually received) and Third Party Proceeds received by or on behalf of such the Indemnified Party (net in respect of increased insurance premiums the relevant Liability; provided, however, that all amounts described in Section 9.2 or Section 9.3 which are incurred by an Indemnified Party shall be paid promptly by the Indemnifying Party and charges shall not be delayed pending any determination as to the extent related availability of Insurance Proceeds or Third Party Proceeds; provided, further, however, that upon such payment by or on behalf of an Indemnifying Party to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such an Indemnified Party in connection with seeking a Third Party Claim, to collect the extent permitted by Applicable Laws such Indemnified Party shall assign its rights to recover all Insurance Proceeds and collecting Third Party Proceeds to the Indemnifying Party and such amountsIndemnifying 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, notwithstanding the second proviso in the preceding sentence, an Indemnified Party receives a payment required to be made under this Article IX (an "Indemnity Payment") from an Indemnifying Party in respect of a Liability and subsequently receives Insurance Proceeds or Third Party Proceeds in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesLiability, then the Indemnified Party shall promptly remit pay to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) over the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof Insurance Proceeds and Third Party Proceeds had been received before the indemnity payment Indemnity Payment was made. Each HyperScale Entity and each ACC Entity shall use reasonable best 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 IX; provided, however, 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.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person other party (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Section 4.01 or other Liability for which indemnification is provided under this Agreement Section 4.02 shall be reduced (including, without limitation, retroactively) by any proceeds of Policies and amounts recovered under the DKI Indemnification or other amounts actually received (including Insurance Proceeds actually received) recovered by or on behalf of such Indemnified Party Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expensesan "Indemnity Payment") incurred required by such Indemnified this Agreement from an Indemnifying Party in connection with seeking to collect respect of any Loss and collecting such amounts) shall subsequently actually receive proceeds of Policies or amounts recovered under the DKI Indemnification or other amounts in respect of such Damages or other Liability Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount actually received (such net amounts are referred up to herein as "but not in excess of the amount of any Indemnity Reduction Amounts"Payment made hereunder). 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. (b) If any Indemnified Party receives any Indemnity Reduction Amounts Indemnitee realizes a Tax benefit or detriment in respect one or more Tax periods by reason of Damages having incurred an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by Indemnitee receives an Indemnity Payment from an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesParty, then the Indemnified Party such Indemnitee shall promptly remit pay to the such Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Tax benefit or such Indemnifying Party in respect shall pay to such Indemnitee an additional amount equal to the Tax detriment (taking into account any Tax detriment resulting from the receipt of such Damagesadditional amounts), less as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnitee by reason of having incurred an Indemnifiable Loss shall be deemed to equal the product obtained by multiplying (Bi) the amount of any deduction or inclusion in income for such period resulting from such Indemnifiable Loss or the indemnity payment thereof, as the case may be, by (ii) the highest applicable marginal Tax rate for such period (provided, however, that would -------- the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 4.03(b) with respect to a Tax benefit or Tax detriment realized by an Indemnitee in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the party filing such return. (c) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: 15 (i) with respect to a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been due if reimbursed; (ii) with respect to a Loss covered by insurance, the Foreign Exchange Rate for such Indemnity Reduction Amounts currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Loss with the Indemnifying Party; and (iii) with respect thereof had been received before to a Loss not covered by clause (i) or (ii) above, the indemnity payment was made.Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Loss shall be given to the Indemnitee. Section 4.04

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "“Indemnifying Party"”) is or may be required to pay to any Person other party (an "Indemnified Party"“Indemnitee”) in respect of Damages pursuant to Section 9.1 or other Liability for which indemnification is provided under this Agreement Section 9.2 shall be reduced (including, without limitation, retroactively) by any amounts actually received (including Insurance Proceeds or other amount actually received) recovered by or on behalf of such Indemnified Party (net Indemnitee, in reduction of increased the related Loss arising out of a Company Liability or Bio Companies Liability; provided, that no party is required to maintain insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by for such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")purpose. If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under an Indemnitee shall have received the payment required by this Agreement after the full amount of such Damages has been paid by from an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of any Loss arising out of a Company Liability or Bio Companies Liability and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesLoss arising out of a Company Liability or Bio Companies Liability, less (B) then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made hereunder). 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 66 expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit they would have been due if such Indemnity Reduction Amounts not be entitled to receive in respect thereof had been received before the indemnity payment was madeabsence of the indemnification provisions) by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "“Indemnifying Party"”) is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "“Indemnity Reduction Amounts"”). If any Indemnified Party receives any Indemnity Reduction Amounts are received by or on behalf of an Indemnitee in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less over (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including including, without limitation, Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including including, without limitation, reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed exceeds the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES. The amount which that any Party (an "Indemnifying PartyINDEMNIFYING PARTY") is or may be required to pay to any other Person (an "Indemnified PartyINDEMNIFIED PARTY") in respect of Damages pursuant to SECTION 7.01 or other Liability for which indemnification is provided under this Agreement SECTION 7.02, as applicable, shall be reduced (retroactively or prospectively) by any amounts actually received (including Insurance Proceeds or other amount actually received) recovered from third parties by or on behalf of such Indemnified Party in respect of the related Indemnifiable Losses (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such except that nothing herein shall be construed as requiring any Indemnified Party in connection with seeking respect of any Spin Company Liability to collect and collecting such amounts) file any claim for insurance). The existence of a claim by an Indemnified Party for insurance or against a third party in respect of such Damages or other Liability (such net amounts are referred any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid and otherwise determined to be due and owing by an Indemnifying Party or after an Party. Rather the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then owing by it against an assignment by the Indemnified Party shall promptly remit to the Indemnifying Party of the entire claim of the Indemnified Party for such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an amount equal to Indemnified Party shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesIndemnifiable Losses, less (B) then such Indemnified Party shall hold such Insurance Proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was madeof such Indemnifiable Losses.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee 69 74 (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed exceeds the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "“Indemnifying Party"”) is or may be required to pay to any Person (an "Indemnified Party") Indemnitee in respect of Damages Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party Indemnitee (net of increased insurance premiums and charges related directly and solely to the extent related to Damages Indemnifiable Losses and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party Indemnitee in connection with seeking to collect and collecting such amounts) in respect of such Damages Indemnifiable Losses or other Liability (such net amounts are referred to herein as "“Indemnity Reduction Amounts"”). If any Indemnified Party Indemnitee receives any Indemnity Reduction Amounts in respect of Damages an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages Indemnifiable Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages Indemnifiable Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesIndemnifiable Loss, then the Indemnified Party Indemnitee shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such DamagesIndemnifiable Loss, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or other third party 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 any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof.

Limitations on Indemnification Obligations. (a) Reductions for Insurance Proceeds and Other Recoveries. The amount which that any Party party (an "Indemnifying Party") is or may be required to pay to any Person person (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Section 5.1, Section 5.2 or other Liability for which indemnification is provided under this Agreement Section 5.3 above, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds, other amounts actually received (including Insurance Proceeds actually received) recovered from third parties, or amounts recovered pursuant to any Ancillary Agreement, by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) Indemnitee in respect of the related Losses. Each of the parties agrees that it shall use its best efforts to collect any such Damages Insurance Proceeds or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts")which it or any of its Subsidiaries may be entitled. If any Indemnified Party receives any Indemnity Reduction Amounts The existence of a claim by an Indemnitee for insurance or against a third party in respect of Damages for which any Loss shall not delay any payment pursuant to the indemnification is provided under this Agreement after the full amount of such Damages has been paid provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party or after an Party; rather, the Indemnifying Party has made a partial shall make payment in full of such Damages amount so determined to be due and such Indemnity Reduction Amounts exceed owing by it against an assignment by the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for such insurance or against such third party. No insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (ii) relieved of the responsibility to pay any claims for which it is obligated, or (iii) entitled to any subrogation rights with respect to any obligation arising under the foregoing indemnification provisions. If an amount equal to Indemnitee shall have received the excess (if any) of (A) the amount theretofore paid payment required by the this Agreement from an Indemnifying Party in respect of any Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such DamagesLoss, less (B) then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of such Indemnifying Party and promptly shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the indemnity payment that would have been due if aggregate amount of any payments received from such Indemnity Reduction Amounts Indemnifying Party pursuant to this Agreement in respect thereof had been received before the indemnity payment was madeof such Loss.

Limitations on Indemnification Obligations. (a) The amount which any Party party (an "Indemnifying Party") is or may be required to pay to any Person other party (an "Indemnified PartyIndemnitee") in respect of Damages pursuant to Section 4.01 or other Liability for which indemnification is provided under this Agreement Section 4.02 shall be reduced (including, without limitation, retroactively) by any proceeds of Policies and amounts recovered under the DKI Indemnification or other amounts actually received (including Insurance Proceeds actually received) recovered by or on behalf of such Indemnified Party Indemnitee, in reduction of the related Loss. If an Indemnitee shall have received the payment (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expensesan "Indemnity Payment") incurred required by such Indemnified this Agreement from an Indemnifying Party in connection with seeking to collect respect of any Loss and collecting such amounts) shall subsequently actually receive proceeds of Policies or amounts recovered under the DKI Indemnification or other amounts in respect of such Damages or other Liability Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount actually received (such net amounts are referred up to herein as "but not in excess of the amount of any Indemnity Reduction Amounts"Payment made hereunder). 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. (b) If any Indemnified Party receives any Indemnity Reduction Amounts Indemnitee realizes a Tax benefit or detriment in respect one or more Tax periods by reason of Damages having incurred an Indemnifiable Loss for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by Indemnitee receives an Indemnity Payment from an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such DamagesParty, then the Indemnified Party such Indemnitee shall promptly remit pay to the such Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Tax benefit or such Indemnifying Party in respect shall pay to such Indemnitee an additional amount equal to the Tax detriment (taking into account any Tax detriment resulting from the receipt of such Damagesadditional amounts), less as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnitee by reason of having incurred an Indemnifiable Loss shall be deemed to equal the product obtained by multiplying (Bi) the amount of any deduction or inclusion in income for such period resulting from such Indemnifiable Loss or the indemnity payment thereof, as the case may be, by (ii) the highest applicable marginal Tax rate for such period (provided, however, that would have been -------- the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due if under this Section 4.03(b) with respect to a Tax benefit or Tax detriment realized by an Indemnitee in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the party filing such return. (c) In the event that an Indemnity Reduction Amounts Payment shall be denominated in respect thereof had been received before a currency other than United States dollars, the indemnity amount of such payment was made.shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: 15