Certain Other Limitations on Indemnification. (a) The amount which an Indemnifying Party is or may be required to pay to an Indemnified Party in respect of Damages for which indemnification is provided under this Agreement will be reduced by any amounts actually received under insurance policies, after all costs, charges and expenses (including any increased premium charges) by or on behalf of the Indemnified Party and any fax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Damages (such amounts 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 this Agreement after the full amount of such 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 Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of such Indemnified Claim, less (ii) 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:
Certain Other Limitations on Indemnification. Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss will be limited to the amount of any Liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (provided, however, that nothing in this Section 7.09 will require an Indemnified Party to seek recovery under any insurance policy). For the avoidance of doubt, no Losses may be claimed under Section 7.02 or Section 7.03 by any Indemnified Party to the extent such Losses are included in the finally determined calculation of “Closing Inventory”, “Closing Debt” or “Closing Transaction Expenses” in the finally-determined Final Closing Statement and actually paid to Buyer, Sellers or the applicable payee thereof.
