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

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Losses subject to indemnification or reimbursement payment owed or made pursuant to this Article IV or Article V will be net of applicable Insurance Proceeds. Accordingly, the amount which any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee on account of a covered claim under any applicable policy of insurance and in respect of the related liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Losses and subsequently receives Insurance Proceeds, then the Indemnitee will promptly pay to the Indemnifying Party the amount of the Insurance Proceeds for such Losses, not 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 the same claim.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Losses Any Liability subject to indemnification or reimbursement payment owed or made contribution pursuant to this Article IV or Article V 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 applicable Insurance ProceedsProceeds that actually reduce the amount of the Liability or Loss, as applicable. Accordingly, the amount which any Party party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder under this Article V or entitled to indemnification under Section III.E. of the Transitional Trademark License Agreement (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee on account of a covered claim under any applicable policy of insurance and Indemnified Party in respect of the related liabilityLiability or Loss, as applicable. If an Indemnitee 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 Losses Liability or Loss, as applicable, and subsequently receives Insurance Proceeds, then the Indemnitee Indemnified Party will promptly pay to the Indemnifying Party the an amount of the equal to such Insurance Proceeds for such Losses, but not to exceed exceeding 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 the same claimsuch Liability or Loss.