Common use of Certain Limitations Clause in Contracts

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilities.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities Indemnifiable Losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered LiabilitiesIndemnifiable Losses or other liability. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable lossIndemnifiable Loss. 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 provision provisions hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss Indemnifiable Loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss Indemnifiable Loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss Indemnifiable Loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable lossIndemnifiable Loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party the excess (if any) of (A) the sum of the amount theretofore paid by such the indemnifying party in respect of such indemnifiable loss Indemnifiable Loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesIndemnifiable Loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, thereof less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability. Nothing in this Section 4.03(a) shall obligate any Indemnitee to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a condition to, seeking indemnification under this Article IV.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less thereof LESS (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability. Nothing in this Section 5.3(a) shall obligate any Indemnifying Party to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a condition to, seeking indemnification under this Article 5.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (Ai) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (Bii) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that are certified by the underwriter to result from the claim for such proceeds) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third third-party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third third-party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third third-party in respect thereof, less (B) the full amount of such Covered Liabilities.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. Losses payable under this Agreement Article IX by the Indemnifying Party shall be net of (i) any amounts actually recovered by the indemnified party Indemnified Party under applicable insurance policies or from third parties any other Person alleged to be responsible therefor and (including ii) any reduction in cash Taxes otherwise payable (determined on a with and without basis) to the extent actually realized by the Indemnified Party arising from the incurrence or payment of any such Losses no later than the second taxable year after the taxable year in which the indemnification payment is made. If the Indemnified Party or any Affiliate thereof receives any amounts actually recovered under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, or actually realizes such a reduction in Taxes (calculated as described in the preceding sentence) subsequent to an indemnification payment by the Indemnifying Party, in each case that was not taken into account under the immediately preceding sentence, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any such payment made or expense incurred by such Indemnifying Party in connection with respect providing such indemnification payment up to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from or realized by the third party exceeds the remaining unpaid balance Indemnified Party net of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid any expenses incurred by such indemnifying party Indemnified Party in respect of collecting such indemnifiable loss plus the amount received from the third party and any increases in respect thereof, less (B) the full amount of such Covered Liabilitiesinsurance premiums.

Certain Limitations. Notwithstanding anything to the contrary contained herein, (ai) The the amount of any Covered ------------------- Liabilities for which indemnification is provided. Loss subject to recovery under this Agreement Article VII shall be calculated net of (A) any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) an Indemnified Party with respect to such Covered LiabilitiesLoss pursuant to any indemnification by or indemnification agreement with any third party and (B) any insurance proceeds or other cash receipts actually received as an offset against such Loss and (ii) to the extent required by applicable law, each party shall take commercially reasonable steps to mitigate any of its Losses indemnifiable pursuant to this Article VII upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. Any indemnifying If the amount to be netted hereunder from any payment required under this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such determination been made at the time of such payment. A party shall use commercially reasonable efforts to recover under any insurance policies for any Loss. Notwithstanding anything to the contrary contained herein, in no event shall any party be required to institute an Action against any EXECUTION VERSION insurer or any other Person. Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Loss suffered by such Indemnified Party more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be subrogated to the rights determined without duplication of recovery by reason of the indemnified party upon payment state of facts giving rise to such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. In no event shall the aggregate amount of Losses that the Parent Indemnitees are entitled to receive under Section 7.02 plus ABS’s liability in full of connection with the License Agreement, in the aggregate, exceed the amount of Merger Consideration (with the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved Up-Front Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the responsibility with respect thereto orLicense Agreement, solely by virtue at $[***] and the Milestone Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the indemnification provision hereofLicense Agreement, have any subrogation rights with respect theretoat $[***]) actually paid or issued, as applicable, hereunder. If any indemnified party recovers an The Parties acknowledge that such amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after (but not such valuation) may increase over time as the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesDevelopment Milestone Payments are made.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities Damages for which indemnification is provided. provided under this Agreement shall be net of any Tax benefits realized by an Indemnitee in connection with such Damages and amounts actually recovered by the indemnified party Indemnitees from third parties (including amounts actually recovered under insurance policies) with respect to such Covered LiabilitiesDamages. Any indemnifying party netting of insurance proceeds may be satisfied by the Indemnitees assigning any potential insurance claims to the Indemnifying Parties and, in any event, the potential availability of insurance proceeds shall not permit delay by the Stockholder Agents’ in the performance of its duties under this Article X. Any Indemnifying Parties hereunder shall be subrogated to the rights of the indemnified party Indemnitees as against any relevant insurer upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay In the event the Warranty Insurance is not bound at the Closing, if any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party from the Escrow Fund or after an indemnifying party has made a partial payment of such indemnifiable loss has been made from the Escrow Fund and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Parties (in proportion to their respective Pro Rata Shares) the excess of (Ai) the sum of the amount theretofore paid by such indemnifying party from the Escrow Fund in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (Bii) the full amount of such Covered LiabilitiesDamages. Any Damages recoverable under this Article X (including with respect to Net Working Capital) shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. Damages payable under this Agreement Section 8.03 by the Indemnifying Party shall be net of any (i) amounts actually recovered or recoverable by the indemnified party from third parties (including amounts actually recovered Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) Tax Benefit realized by the Indemnified Party arising from the incurrence or payment of any such Damages. For this purpose, “Tax Benefit” means, with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated any Damages subject to an indemnity under Article 8 an amount by which the rights net Tax liability of the indemnified party upon payment Indemnified Party (or a group filing a Tax return that includes such Indemnified Party) is actually reduced in full any Tax period as a result of Damages or the amount of Tax refund that is generated as a result of such Damages, and any related interest received from the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay applicable Taxing Authority (net of any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect theretoassociated Tax cost). If the Indemnified Party (A) receives any indemnified party recovers amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (B) receives any net Tax Benefit subsequent to an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after payment by the full Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and net Tax Benefit up to the amount received from by the third party exceeds the remaining unpaid balance Indemnified Party, net of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid any expenses incurred by such indemnifying party Indemnified Party in respect of collecting such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesamount.

Certain Limitations. (ai) The amount of any Covered ------------------- Liabilities for which indemnification is provided. under this Agreement Purchaser's Losses or Seller's Losses shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered LiabilitiesPurchaser's Losses or Seller's Losses as the case may be. Any indemnifying party Indemnitor hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable lossPurchaser's Losses or Seller's Losses as the case may be. 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 provision provisions hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement any Purchaser's Losses or Seller's Losses as the case may be after the full amount of such indemnifiable loss Purchaser's Losses or Seller's Losses has been paid by an indemnifying party Indemnitor or after an indemnifying party Indemnitor has made a partial payment of such indemnifiable loss Purchaser's Losses or Seller's Losses and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable lossPurchaser's Losses or Seller's Losses, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnitor the excess (if any) of (Aa) the sum of the amount theretofore paid by such indemnifying party the Indemnitor in respect of such indemnifiable loss Purchaser's Losses or Seller's Losses plus the amount received from the third party in respect thereof, less (Bb) the full amount of such Covered LiabilitiesPurchaser's Losses or Seller's Losses.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with respect to such Covered Liabilities. Any netting of insurance proceeds may be satisfied by the indemnified party assigning any potential insurance claims to the indemnifying party and, in any event, the potential availability of insurance proceeds shall not permit delay by the indemnifying party in the performance of its duties under this Article X. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party as against any relevant insurer upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (Ai) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (Bii) the full amount of such Covered Liabilities.

Certain Limitations. (a) The Subject to Section 2.02, the amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. Damages payable under this Agreement Section 8.03 by the Indemnifying Party shall be net of any (i) amounts actually recovered or recoverable by the indemnified party from third parties (including amounts actually recovered Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) Tax Benefit realized by the Indemnified Party arising from the incurrence or payment of any such Damages. For this purpose, “Tax Benefit” means, with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated any Damages subject to an indemnity under Article 8 an amount by which the rights net Tax liability of the indemnified party upon payment Indemnified Party (or a group filing a Tax return that includes such Indemnified Party) is actually reduced in full any Tax period as a result of Damages or the amount of Tax refund that is generated as a result of such Damages, and any related interest received from the relevant indemnifiable lossapplicable Taxing Authority (net of any associated Tax cost). An insurer who would otherwise If the Indemnified Party (A) receives any 49 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED amounts under applicable insurance policies, or from any other Person alleged to be obligated responsible for any Damages, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount or (B) receives any net Tax Benefit subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such net Tax Benefit up to the amount received by the Indemnified Party, net of any claim expenses incurred by such Indemnified Party in collecting such amount. (b) The Indemnifying Party shall not be relieved liable under Section 8.02 for any (i) indirect, consequential, punitive or other speculative forms of Damages, (ii) Damages for lost profits or (iii) Damages that would not exist if not for, or to the responsibility with respect thereto orextent aggravated by, solely any act or wrongful omission by virtue the Indemnified Party, except, in the cases of clauses (i) or (ii), to the indemnification provision hereof, have extent any subrogation rights with respect thereto. If Indemnified Party is liable for such Damages to any indemnified party recovers an amount from a third party based on any final judgment of a court of competent jurisdiction. (c) The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any Damages arising out of a Warranty Breach to the extent that the recovery of Damages would constitute a duplicative payment of amounts otherwise recovered for Damages arising out of any Assumed Liability or Excluded Liability, as the case may be; and the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any Damages arising out of any Assumed Liability or Excluded Liability, as the case may be, to the extent that the recovery of Damages would constitute a duplicative payment of amounts otherwise recovered for Damages arising out of a Warranty Breach. (d) Each Indemnified Party shall mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement; provided, that (i) no party is required to bring any suit, action or proceeding action in connection with such mitigation and (ii) any Liability of any Indemnifying Party under this Agreement for Damages suffered or incurred by the Indemnified Party shall include Liability in respect of an indemnifiable the reasonable costs and expenses suffered or incurred by the Indemnified Party in performing its obligations under this Section 8.05(d). If such Indemnified Party mitigates its loss for which after the Indemnifying Party has paid the Indemnified Party under any indemnification is provided in provision of this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of that loss, the Indemnified Party shall notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation, not exceeding the value of the benefit to the Indemnified Party) within two Business Days after the benefit is received. (e) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 8.02 and any reasonable costs incurred by any Indemnified Party in connection with such collection shall constitute Damages indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitieshereunder. 50 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED Section 8.06.

Certain Limitations. (a) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of any Covered ------------------- Liabilities Damages for which indemnification is provided. provided under this Agreement shall will be reduced by any amounts actually received (including amounts received under insurance policies net of any amounts actually recovered increased insurance costs) by or on behalf of the indemnified party Indemnified Party from third parties (net of out of pocket 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 (such net amounts actually recovered are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim which has been paid by an Indemnifying Party to any Indemnified Party (the “Indemnified Claim”) for which indemnification is provided under insurance policies) with respect to this Agreement after the full amount of such Covered Liabilities. Any indemnifying party hereunder shall be subrogated Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit to the rights Indemnifying Party an amount equal to the excess (if any) of (i) the indemnified party upon payment amount theretofore paid by the Indemnifying Party in full respect of such Indemnified Claim, less (ii) the amount of the relevant indemnifiable lossindemnity 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 provision provisions hereof, have any subrogation rights with respect thereto. If , it being expressly understood and agreed that no insurer or any indemnified party recovers an amount from a other third party shall be entitled to any benefit they would not be entitled to receive in respect the absence of an indemnifiable loss the indemnification provisions by virtue of the indemnification provisions hereof. Seller and Buyer shall, and shall use commercially reasonable efforts to cause their respective Representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided in under this Agreement. Notwithstanding the foregoing, no Indemnified Party shall be obligated to seek recovery for any Damages from any third party before seeking indemnification under this Agreement after and in no event shall the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss Indemnifying Party’s obligation to indemnify and hold harmless the amount received from Indemnified Party pursuant to this Article XII be conditioned upon the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum status of the amount theretofore paid by recovery of any offsetting amounts from any such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesparty.

Certain Limitations. (a) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of any Covered ------------------- Liabilities Damages for which indemnification is provided. provided under this Agreement shall will be net of reduced by any amounts (or, in the case of a claim under Section 13.1(b), one-half of such amounts for each Indemnifying Party) actually recovered received (including amounts received under insurance policies) by or on behalf of the indemnified party Indemnified Party from third parties (net out-of-pocket 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 (such net amounts actually recovered are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under insurance policies) with respect to this Agreement after the full amount of such Covered Liabilities. Any indemnifying party hereunder shall be subrogated Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit to the rights Indemnifying Party an amount equal to the excess (if any) of (i) the indemnified party upon payment amount theretofore paid by the Indemnifying Party in full respect of such Indemnified Claim, less (ii) the amount of the relevant indemnifiable lossindemnity 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 provision provisions hereof, have any subrogation rights with respect thereto. If , it being expressly understood and agreed that no insurer or any indemnified party recovers an amount from a other third party shall be entitled to any benefit they would not be entitled to receive in respect the absence of an indemnifiable loss the indemnification provisions by virtue of the indemnification provisions hereof. Each Seller and Buyer will, and will use commercially reasonable efforts to cause each of its Representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided in under this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesAgreement.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities Losses for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies other than pursuant to retrospective or other self-insurance type policies) with respect to such Covered LiabilitiesLosses. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable lossLoss. 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 provision provisions hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss any Loss for which indemnification is provided in under this Agreement after the full amount of such indemnifiable loss Loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss Loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable lossLoss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (Ai) the sum of the amount theretofore paid by such indemnifying party the Indemnifying Party in respect of such indemnifiable loss Loss plus the amount received from the third party in respect thereof, less (Bii) the full amount of such Covered LiabilitiesLoss.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that are certified by the underwriter to result from the claim for such proceeds) with respect to such Covered Liabilities. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilities.

Certain Limitations. (a) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of any Covered ------------------- Liabilities Damages for which indemnification is provided. provided under this Agreement shall be net insurance policies) by or on behalf of any amounts actually recovered by the indemnified party Indemnified Party from third parties (net of out-of-pocket 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 (such net amounts actually recovered are referred to herein as “Indemnity Reduction Amounts”). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of an Indemnified Claim for which indemnification is provided under insurance policies) with respect to this Agreement after the full amount of such Covered Liabilities. Any indemnifying party hereunder shall be subrogated Indemnified Claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Indemnified Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Indemnified Claim, then the Indemnified Party will promptly remit to the rights Indemnifying Party an amount equal to the excess (if any) of (i) the indemnified party upon payment amount theretofore paid by the Indemnifying Party in full respect of such Indemnified Claim less (ii) the amount of the relevant indemnifiable lossindemnity 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 provision provisions hereof, have any subrogation rights with respect thereto. If , it being expressly understood and agreed that no insurer or any indemnified party recovers an amount from a other third party shall be entitled to any benefit they would not be entitled to receive in respect the absence of an indemnifiable loss the indemnification provisions by virtue of the indemnification provisions hereof. The Seller and the Buyer will, and will use Commercially Reasonable Efforts to cause their respective representatives to, pursue promptly any claims or rights it may have against all third parties which would reduce the amount of Damages for which indemnification is provided in under this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesAgreement.

Certain Limitations. Notwithstanding anything to the contrary contained herein, (ai) The the amount of any Covered ------------------- Liabilities for which indemnification is provided. Loss subject to recovery under this Agreement Article VII shall be calculated net of (A) any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) an Indemnified Party with respect to such Covered LiabilitiesLoss pursuant to any indemnification by or indemnification agreement with any third party and (B) any insurance proceeds or other cash receipts actually received as an offset against such Loss and (ii) to the extent required by applicable law, each party shall take commercially reasonable steps to mitigate any of its Losses indemnifiable pursuant to this Article VII upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. Any indemnifying If the amount to be netted hereunder from any payment required under this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party under this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such determination been made at the time of such payment. A party shall use commercially reasonable efforts to recover under any insurance policies for any Loss. Notwithstanding anything to the contrary contained herein, in no event shall any party be required to institute an Action against any insurer or any other Person. Notwithstanding the fact that any Indemnified Party may have the right to assert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, event, condition or circumstance, no Indemnified Party shall be entitled to recover the amount of any Loss suffered by such Indemnified Party more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any liability for indemnification hereunder shall be subrogated to the rights determined without duplication of recovery by reason of the indemnified party upon payment state of facts giving rise to such liability, or a breach of more than one representation, warranty, covenant or agreement, as applicable. In no event shall the aggregate amount of Losses that the Parent Indemnitees are entitled to receive under Section 7.02 plus ABS’s liability in full of connection with the License Agreement, in the aggregate, exceed the amount of Merger Consideration (with the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved Up-Front Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the responsibility with respect thereto orLicense Agreement, solely by virtue at $[***] and the Milestone Parent Shares being valued, for purposes of this Section 7.04 and Section 11.4 of the indemnification provision hereofLicense Agreement, have any subrogation rights with respect theretoat $[***]) actually paid or issued, as applicable, hereunder. If any indemnified party recovers an The Parties acknowledge that such amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after (but not such valuation) may increase over time as the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesDevelopment Milestone Payments are made.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (Ai) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilities.such

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 indemnifi cation provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilitiesindemnifiable loss or other liability.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities indemnifiable losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered Liabilitiesindemnifiable losses or other liability. Any indemnifying party Indemnifying Party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party Indemnifying Party or after an indemnifying party Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such indemnifying party Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilities.indemnifiable loss or other liability. Nothing in this Section 5.03(b) shall obligate any Indemnifying Party to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party from third parties (including amounts actually recovered under insurance policies) with in respect to such Covered Liabilitiesof the same matter for which indemnification is provided. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party upon payment in full of the amount of the relevant indemnifiable loss. 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 provision hereof, have any subrogation rights with respect thereto. If any indemnified party recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the indemnified party shall promptly remit to the indemnifying party the excess of (A) the sum of the amount theretofore paid by such indemnifying party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered Liabilities.

Certain Limitations. (a) The amount of any Covered ------------------- Liabilities Indemnifiable Losses or other liability for which indemnification is provided. provided under this Agreement shall be net of any amounts actually recovered by the indemnified party Indemnitee from third parties (including including, without limitation, amounts actually recovered under insurance policies) with respect to such Covered LiabilitiesIndemnifiable Losses or other liability. Any indemnifying party hereunder shall be subrogated to the rights of the indemnified party Indemnitee upon payment in full of the amount of the relevant indemnifiable lossIndemnifiable Loss. 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 provision provisions hereof, have any subrogation rights with respect thereto. If any indemnified party Indemnitee recovers an amount from a third party in respect of an indemnifiable loss Indemnifiable Loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss Indemnifiable Loss has been paid by an indemnifying party or after an indemnifying party has made a partial payment of such indemnifiable loss Indemnifiable Loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable lossIndemnifiable Loss, then the indemnified party Indemnitee shall promptly remit to the indemnifying party the excess (if any) of (A) the sum of the amount theretofore paid by such the indemnifying party in respect of such indemnifiable loss Indemnifiable Loss plus the amount received from the third party in respect thereof, less (B) the full amount of such Covered LiabilitiesIndemnifiable Loss or other liability. (b) The amount of any Indemnifiable Losses or other Liability for which indemnification is provided under this Agreement or any other amounts payable or reimbursable by one party to another under this Agreement shall be increased or decreased to take account of any net Tax cost or any net Tax benefit in a manner analogous to that described in the Tax Sharing Agreement. 8.5.