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 amount of any Damages for which indemnification is provided under this Agreement will be net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the 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 Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount 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 (if any) of (i) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus the amount received from the Third Party in respect thereof, less (ii) the full amount of such indemnifiable Damages.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The amount Any Indemnifiable Loss subject to indemnification or contribution pursuant to this Article VIII including, for the avoidance of doubt, in respect of any Damages for which indemnification is provided under this Agreement Assumed Cendant Contingent Liability, will be calculated (i) net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds that actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnified Party upon payment in full of reduce the amount of the relevant indemnifiable DamagesIndemnifiable Loss and (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”). An insurer who would otherwise be obligated Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VIII to any claim Indemnitee pursuant to this Article VIII will not be relieved reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf 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 Indemnitee in respect of Damages for which indemnification is provided in the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement after the full amount of such indemnifiable Damages has been paid by from an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount 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 (if any) of (i) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount received from of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party in respect thereofProceeds had been received, less (ii) realized or recovered before the full amount of such indemnifiable DamagesIndemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The amount of Parties intend that any Damages for which Liability subject to indemnification is provided under or reimbursement payment owed or made pursuant to this Agreement Article IV or Article V will be net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds that actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnified Party upon payment in full of reduce the amount of the relevant indemnifiable DamagesLiability. An insurer who would otherwise be obligated Accordingly, the amount which any Party (an “Indemnifying Party”) is required to pay to any claim Person entitled to indemnification hereunder (an “Indemnitee”) will not be relieved reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the responsibility with Indemnitee on account of a covered claim under any applicable policy of insurance and in respect thereto or have any subrogation rights with respect thereto, in either case, solely by virtue of the indemnification provisions of this Agreementrelated Liability. If any Indemnified Party recovers an amount Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from a Third an Indemnifying Party in respect of Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages any Liability and the amount received from the Third Party exceeds the remaining unpaid principal balance of such indemnifiable Damagessubsequently receives Insurance Proceeds, then the Indemnified Party Indemnitee will promptly remit pay to the Indemnifying Party the excess (if any) of (i) the sum amount of the Insurance Proceeds for such Liability, not to exceed the amount theretofore of the Indemnity Payment previously paid by such 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 by the Indemnitee or the completion by any insurance company of its processes and procedures in respect of such indemnifiable Damages plus the amount received from the Third Party in respect thereof, less (ii) the full amount of such indemnifiable Damagessame claim.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The amount of Parties intend that any Damages for which Losses subject to indemnification is provided under or reimbursement payment owed or made pursuant to this Agreement Article IV or Article V will be net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds that actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnified Party upon payment in full of reduce the amount of the relevant indemnifiable DamagesLiability. An insurer who would otherwise be obligated Accordingly, the amount which any Party (an “Indemnifying Party”) is required to pay to any claim Person entitled to indemnification hereunder (an “Indemnitee”) will not be relieved reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the responsibility with Indemnitee on account of a covered claim under any applicable policy of insurance and in respect thereto or have any subrogation rights with respect thereto, in either case, solely by virtue of the indemnification provisions of this Agreementrelated Liability. If any Indemnified Party recovers an amount Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from a Third an Indemnifying Party in respect of Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages any Losses and the amount received from the Third Party exceeds the remaining unpaid principal balance of such indemnifiable Damagessubsequently receives Insurance Proceeds, then the Indemnified Party Indemnitee will promptly remit pay to the Indemnifying Party the excess (if any) of (i) the sum amount of the Insurance Proceeds for such Losses, not to exceed the amount theretofore of the Indemnity Payment previously paid by such 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 indemnifiable Damages plus the amount received from the Third Party in respect thereof, less (ii) the full amount of such indemnifiable Damagessame claim.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The amount of any Damages for which Any Indemnifiable Loss subject to indemnification is provided under or contribution pursuant to this Agreement Article VI, will be calculated (i) net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds that actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnified Party upon payment in full of reduce the amount of the relevant indemnifiable DamagesIndemnifiable Loss and (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”). An insurer who would otherwise be obligated Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any claim Indemnitee pursuant to this Article VI will not be relieved reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf 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 Indemnitee in respect of Damages for which indemnification is provided in the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement after the full amount of such indemnifiable Damages has been paid by from an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount 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 (if any) of (i) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount received from of the Third Indemnity Payment that would have been due if the Insurance Proceeds or Third-Party in respect thereofProceeds had been received, less (ii) realized or recovered before the full amount of such indemnifiable DamagesIndemnity Payment was made.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Any Indemnifiable Loss subject to indemnification pursuant to this Article V, shall be calculated (i) net of Insurance Proceeds that actually reduce the amount of any Damages for which indemnification is provided under this Agreement will be the Indemnifiable Loss, and (ii) net of any amounts actually recovered proceeds received by the Indemnified Party Indemnitee from any Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An net of any deductible, retention amount or increased insurance premiums incurred by the Indemnifying Party will be subrogated to the rights of the Indemnified Party upon payment in full of obtaining such recovery) for such Liability that actually reduce the amount of the relevant indemnifiable DamagesIndemnifiable Loss (“Third Party Proceeds”). An insurer who would otherwise be obligated Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any claim will not Indemnitee pursuant to this Article V shall be relieved reduced by any Insurance Proceeds or Third Party Proceeds actually recovered by or on behalf 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 Indemnitee in respect of Damages for which indemnification is provided in the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement after the full amount of such indemnifiable Damages has been paid by from an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount 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 (if any) of (i) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount received from of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party in respect thereofProceeds had been received, less (ii) realized or recovered before the full amount of such indemnifiable Damages.Indemnity Payment was made. 40

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The amount of any Damages for which indemnification is provided under this Agreement will be net of any amounts actually recovered by the Indemnified Party from any Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Exhibit 2.1 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 Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of such indemnifiable Damages and the amount 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 (if any) of (i) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus the amount received from the Third Party in respect thereof, less (ii) the full amount of such indemnifiable Damages.