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 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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. (c) The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any claim amount shall not be relieved of the responsibility with respect thereto or, solely or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood and that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e.e.g., a benefit they would not otherwise be entitled to receive receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of the indemnification and contribution provisions hereofany provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause the members of its Group Subsidiaries to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will shall 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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or and other amounts received that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability for which indemnification is sought. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder reimbursement under this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or and other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitytherefor, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisionsprovisions of this Agreement) by virtue of the indemnification and contribution provisions hereof. Each Party shallFor the avoidance of doubt, and in no event shall cause any party be obligated to seek recovery from any insurer as a condition to obtaining the members benefit of its Group to, use commercially reasonable efforts (taking into account the probability indemnification provisions of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) If an indemnification claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be made under the Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any party be entitled to double recovery from the indemnification provisions of this Agreement and any Ancillary Agreement. (d) Payments and reimbursements with respect to Tax-related Liabilities and Tax-related indemnities are governed exclusively by the Tax Sharing Agreement. To the extent of any inconsistency or conflict between this Agreement and the Tax Sharing Agreement with respect to any matter relating to WMB’s and WPX’s respective rights, responsibilities and obligations after the Distribution with respect to Taxes, the provisions of the Tax Sharing Agreement shall apply.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds theretofore actually received, realized 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 Indemnified Party in respect reduction of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect that actually reduce the amount of such the Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree In the case of any Shared Contingent Liability, any Insurance Proceeds actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that an the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance Proceeds. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (( i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or in any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds; provided, that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, such member is capable of fulfilling and meeting any of its obligations as an Indemnifying Party may under this Agreement (including, but not delay making any indemnification limited to the ability to make a full payment required under the terms of this Agreement, or otherwise satisfying on any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement).

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds that actually reduce the amount of, or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in are paid to the collection thereof) from any Person by or on behalf of the applicable Indemnitee in respect of any indemnifiable of, such Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect theretothereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts insurance proceeds that actually recovered reduce the amount of the Indemnifiable Loss and (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification provisions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VI; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be net of recoverable 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 LiabilityProceeds. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person that are recoverable by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability, as applicable. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding V; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementshall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreementrequired, or otherwise satisfying any indemnification obligation, under the terms of this Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Trident Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs 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”) and (iii) net of any Tax benefits realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V VI will be net of Insurance Proceeds that actually reduce the amount of, or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in are paid to the collection thereof) from any Person by or on behalf of the applicable Indemnitee in respect of any indemnifiable of, such Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect theretothereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnitee with respect to any Indemnifiable Loss (such proceeds shall be reduced by the present value, based on that Party’s then-cost, of short-term borrowing of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person by or on behalf of third party with respect to any such Liability corresponding to the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. (c) The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any claim amount shall not be relieved of the responsibility with respect thereto or, solely or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood and that no insurer or any other Third Party shall be entitled to a “windfall” (i.e.e.g., a benefit they would not otherwise be entitled to receive receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of the indemnification and contribution provisions hereofany provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause the members of its Group Subsidiaries to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IVVI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any claim amount shall not be relieved of the responsibility with respect thereto or, solely or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood and that no insurer or any other Third Party shall be entitled to a “windfall” (i.e.e.g., a benefit they would not otherwise be entitled to receive receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of the indemnification and contribution provisions hereofany provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause the members of its Group Subsidiaries to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IVVI. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) The Parties intend that may be collectible or recoverable respecting the Liabilities for which any indemnification or contribution may be available under reimbursement payment in respect of a Liability pursuant to this Article IV. Notwithstanding IV or Article V shall be (i) reduced by the foregoingTax Benefit Amount (as defined in the Tax Matters Agreement), an Indemnifying Party may not delay making any indemnification if any, realized by such indemnified or reimbursed Person as a result of such payment required under and (ii) increased so that the terms amount of such payment, reduced by the amount of all Income Taxes (as defined in the Tax Matters Agreement) payable with respect to the receipt thereof (but taking into account, for the avoidance of doubt, all correlative Tax Benefit Amounts resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Person receiving such payment would otherwise be entitled to receive pursuant to this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV or Article V will shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 4.4, if SpinCo should be responsible to indemnify KAR for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, SpinCo shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 indemnification, contribution and contribution reimbursement provisions hereof. Each Party shall, and shall cause the members of its such Party’s Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification indemnification, contribution or contribution reimbursement may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification indemnification, contribution or contribution reimbursement, or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 Indemnified Party in respect of any such indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the same Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 liability allocation, indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VIII including, for the avoidance of doubt, in respect of any Specified DowDuPont Shared Liability and any Shared Historical DuPont Liability, shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss and (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable LiabilityIndemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VIII shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties hereby agree that an insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto orand, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, shall not have any subrogation rights with respect thereto, it being understood and that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e.e.g., a benefit they it would not otherwise be entitled to receive receive, or the reduction or elimination of an insurance coverage obligation that it would otherwise have, in the absence of the indemnification or release provisions) by virtue of the indemnification and contribution provisions hereofany provision contained in this Agreement. Each Party shall, and The Indemnitee shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds to which the Liabilities Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided, that the foregoingIndemnitee’s inability, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreementfollowing such efforts, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover any such Insurance ProceedsProceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder. (c) No Indemnitee shall be entitled to any payment or indemnification more than once with respect to the same Indemnifiable Loss. (d) In addition to the provisions of Section 8.9(a), any Indemnifiable Loss subject to indemnification pursuant to this Article VIII (including, for the avoidance of doubt, in respect of any Specified DowDuPont Shared Liability or any Shared Historical DuPont Liability), shall (i) be reduced by the amount of any reduction in Taxes for which the Indemnitee is responsible under the Tax Matters Agreement actually realized as a result of the event giving rise to the payment by the end of the taxable year in which the payment is made, and an Indemnitee need not attempt (ii) be increased if and to collect the extent necessary to ensure that, after all required Taxes on the payment are paid (including Taxes attributable to any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it increases in the payment under this Agreement Section 8.9(d)), the Indemnitee receives the amount it would have received if the payment was not taxable or any Ancillary Agreementdid not result in an increase in Taxes.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs 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”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee shall be entitled use best efforts 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) or any other amounts in respect of such Liability, then within ten thirty (1030) calendar days of receipt receipt, of such Insurance ProceedsProceeds or other amount, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement, any Ancillary Agreement or any Ancillary Local Transfer Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement, any Ancillary Agreement or any Ancillary Local Transfer Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VI will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs 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”), and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Disaffiliation Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Disaffiliation Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VI will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee shall be entitled use reasonable best efforts 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VI; provided, however, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs 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”) and (iii) net of any Tax benefits realized in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be (a) net of Insurance Proceeds that are actually received by the Indemnified Party, (b) decreased by any actual recoveries from third parties pursuant to indemnification or other amounts otherwise with respect thereto, (c) decreased by any Tax Benefit actually recovered recovered, and (net of d) increased by any out-of-pocket costs or expenses Tax Cost actually incurred in the collection thereof) from any Person by or on behalf as a result of the Indemnitee in respect receipt of any indemnifiable Liability(or entitlement to) such indemnity payment, as applicable. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any such Insurance Proceeds or other amounts and/or recoveries actually recovered (net of any out-of-pocket costs or expenses incurred received from third parties and/or Tax Benefits actually recovered, and increased by Tax Costs actually incurred, in the collection thereof) from any Person each case, by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability, as applicable. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilityrecovery from a third party (including any Tax Benefit actually recovered), then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess lesser of (x) the amount of such Insurance Proceeds or the amount actually received from the third party (including any Tax Benefit actually recovered) and (y) the Indemnity Payment received over the amount of the previously received. If an Indemnified Party receives an Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, from an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome in respect of any Action Liability and subsequently incurs Tax Costs associated by that Indemnity Payment, then the Indemnifying Party will pay to collect the Indemnified Party an amount equal to those Tax Costs promptly after receipt of a reasonably detailed statement of those Tax Costs given by the Indemnified Party to the Indemnifying Party within a reasonable period of time (not to exceed six months) after the Tax Cost is actually incurred. In the case of Tax Benefits, “actually recovered” means an Indemnified Party actually realizes a Refund or recover Insurance Proceedsa decrease in Taxes reported on a filed Tax Return (in or with respect to a taxable year that ends on or before December 31, 2021) in connection with the incurrence or the payment by the Indemnified Party of such fees or costs or indemnifiable amounts determined using a “with and without” methodology (treating any deductions attributable to such fees or costs or indemnifiable amounts as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryovers). In the case of Tax Costs, “actually incurred” means an Indemnitee need not attempt Indemnified Party actually realizes a Tax Cost reported on a filed Tax Return (in or with respect to collect any Insurance Proceeds prior to making a claim for indemnification taxable year that ends on or contribution before December 31, 2021) in connection with the receipt of (or receiving any entitlement to) an Indemnity Payment otherwise owed to it under this Agreement determined using a “with and without” methodology (treating any receipt of (or entitlement to) such Indemnity Payment as the last items claimed for any Ancillary Agreementtaxable year, including after the utilization of any available net operating loss carryovers). For the avoidance of doubt, for purposes of determining the amount “actually recovered” (for purposes of Tax Benefits) or “actually incurred” (for purposes of Tax Costs), a netting approach shall be taken for determining any increase or decrease, as the case may be, of taxable income or loss, net operating losses, deductions or other Tax attributes.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V V, will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability or Loss, as applicable. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding V; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior shall not limit the Indemnifying Party’s obligations hereunder. (c) Subject to making a claim for indemnification or contribution or receiving Section 5.7(e), any Indemnity Payment otherwise owed to it indemnity payment under this Agreement Article V shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability. For purposes hereof, any inclusion or reduction shall be determined (i) using the highest marginal rates in effect at the time of the determination and applicable to a corporate resident of Chicago, Illinois and (ii) assuming that the Indemnified Party, including any Ancillary Agreemententity that qualifies as a real estate investment trust, will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII 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 LiabilityIndemnifiable Loss. Accordingly, the amount which either Party (an “Indemnifying Party”) indemnifying party is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnitee will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party indemnifying party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party indemnifying party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, ; it being understood that no insurer or any other Third Party third Person shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisionsand contribution provisions hereof) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IVVIII. Notwithstanding the foregoing, an Indemnifying Party indemnifying party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement Agreement. (c) The Parties intend that any Liability subject to indemnification or contribution pursuant to this Article VIII shall be (i) reduced to take into account the amount of any Tax benefit actually realized by the Indemnitee (or any Ancillary Agreementof its Affiliates) as a result of incurring such Liability and (ii) increased to take into account any net Taxes imposed on the receipt or accrual of an Indemnity Payment in respect of such Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that amount of any Liability subject to indemnification, contribution or reimbursement pursuant to Damages for which indemnification is provided under this Article IV or Article V Agreement will be net of Insurance Proceeds or other any amounts actually recovered (net of any out-of-pocket costs or expenses incurred in by the collection thereof) Indemnified Party from any Person by or on behalf Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnitee Indemnified Party upon payment in respect full of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an relevant indemnifiable Damages. An insurer that who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e.in either case, a benefit they would not be entitled to receive in the absence of the indemnification provisions) 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 contribution provisions hereof. Each the amount received from the Third Party shallexceeds 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, and shall cause less (iii) the members amount of its Group toany Taxes payable by the Indemnified Party with respect to any sums paid to the Indemnified Party described in clause (i) above that are treated as taxable income to the Indemnified Party. (b) In the case of any Shared Liability, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that actually received, realized or recovered by any Party in respect of the Shared Liability will be shared between the Horizon Group and the TriMas Group in accordance with their respective Applicable Proportions, regardless of which Group may be collectible actually receive, realize or recoverable respecting recover such Insurance Proceeds. (c) Notwithstanding anything to the Liabilities for which indemnification or contribution may be available under contrary in this Article IVVI, but subject to Section 6.7(a) above, in the event that a Horizon Entity is an Indemnifying Party: (i) The initial presumption for purposes of calculating indemnity payments will be that there is no insurance coverage for any such Damages, and the Indemnifying Party will, upon request by any TriMas Indemnified Party, re-affirm in writing to fully indemnify, defend and hold harmless the Indemnified Party from and against any and all such Damages. Notwithstanding Once the foregoingIndemnifying Party has re-affirmed this obligation to the Indemnified Party in writing, an the Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Damages. (ii) If requested, the Indemnified Party will cooperate in good faith with the Indemnifying Party and use reasonable best efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent will not delay making be unreasonably withheld, conditioned or delayed), all of which will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will pay directly, or promptly reimburse the Indemnified Party for, all such costs and expenses, as directed by the Indemnified Party. (iii) The Indemnified Party will retain full and exclusive control of all such matters (including the settlement of coverage claims against insurers), and the Indemnified Party will have the right to select counsel with the concurrence of the Indemnifying Party, which concurrence will not be unreasonably withheld, conditioned or delayed. (iv) The proceeds of any indemnification insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) will be paid to the Indemnifying Party. (v) At all times, the Indemnifying Party will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. (vi) It is not the intent of this Section 6.7(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 6.7(c) that the indemnity obligations of the Indemnifying Party should be viewed as “additional insurance” by any insurer. (vii) Notwithstanding anything to the contrary in this Section 6.7(c), the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnifying Party before the Indemnifying Party has requested it to do so. In such event, the Indemnified Party may unilaterally take any steps it determines to be necessary to preserve such insurance coverage, including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under the terms of this Agreement, including the Indemnifying Party’s obligation to pay directly, or otherwise satisfying reimburse the Indemnified Party for, costs and expenses. (viii) For purposes of this Section 6.7(c), the following will not be considered insurance available to any indemnification obligationHorizon Group members as an Indemnifying Party: (A) any deductible payable by the Indemnified Party; (B) any retention payable by the Indemnified Party; (C) any co-insurance payable by the Indemnified Party; and (D) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, pending including an insurance-fronting arrangement or fronted insurance policy. (ix) It is the outcome intention of any Action this Section 6.7(c) to collect or recover Insurance Proceeds, and an Indemnitee need not attempt make insurance available to collect any Insurance Proceeds prior the Indemnifying Party only in those instances in which there has been a final transfer of the risk to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementsolvent third-party commercial insurer.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V VIII will be net of Insurance Proceeds or other amounts insurance proceeds that actually reduce the amount of the liability. 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 (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 reduction of the related Liabilityliability. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilityinsurance proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) insurance proceeds recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e., a benefit they such insurer or other third party would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification 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 LiabilityProceeds. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) The Parties intend that may be collectible or recoverable respecting the Liabilities for which any indemnification or contribution may be available under reimbursement payment in respect of a Liability pursuant to this Article IV. Notwithstanding IV or Article V shall be (i) reduced by the foregoingTax Benefit (as defined in the Tax Matters Agreement), an Indemnifying Party may not delay making any indemnification if any, realized by such indemnified or reimbursed Person as a result of the matters giving rise to such payment required under and (ii) increased so that the terms amount of such payment, reduced by the amount of all Income Taxes (as defined in the Tax Matters Agreement) payable with respect to the receipt thereof (but taking into account, for the avoidance of doubt, all correlative Tax Benefit resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Person receiving such payment would otherwise be entitled to receive pursuant to this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Section 10 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 either that any Indemnifying Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnitee will be reduced by any 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 such Indemnitee in respect of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitythe related Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision provisions contained in this Agreement or any Ancillary Agreement, 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 “windfallwind-fall” (i.e., a benefit they that such insurer or other Third Party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IVSection 10. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV V or Article V VI 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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that it is their intent that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend Each of GroceryCo (on behalf of itself and each other member of the GroceryCo Group) and SnackCo (on behalf of itself and each other member of the SnackCo Group) intends that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or and other amounts received that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability for which indemnification is sought. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnified Party will be reduced by any Insurance Proceeds or and other amounts theretofore 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 Indemnified Party in respect reduction of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitytherefor, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was maderecovered. (b) The Parties agree that an In the case of any Shared Liability, any Insurance Proceeds actually received, realized or recovered by any party in respect of the Shared Liability will be shared between the GroceryCo Group and the SnackCo Group in accordance with their respective Applicable Proportions, regardless of which Group may actually receive, realize or recover such Insurance Proceeds. (c) An insurer that would otherwise be obligated to pay defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in the indemnification provisions of this Agreement or any Ancillary Agreement, 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 it would not be entitled to receive in the absence of the indemnification provisionsprovisions of this Agreement) by virtue of the indemnification and contribution provisions hereofof this Agreement. Each It is understood that the retention of the insurance policies by an Indemnifying Party or an Indemnified Party is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Liability or any other rights under any insurance policy by SnackCo, GroceryCo or any other Kraft Foods Inc. affiliated entity under any insurance policy for insurance coverage, defense, reimbursement, subrogation or otherwise. (d) Upon indemnification of the Business Liability Claims Deductibles under this Agreement, the Indemnifying Party shall be subrogated to rights of the Indemnified Party against insurers or other Third Parties with respect to such indemnified amount. The Indemnified Party shall, and shall cause upon request, provide a formal assignment of a claim against an insurer or other Third Party to the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making with respect to the indemnified amount or shall otherwise reasonably cooperate at the Indemnifying Party’s request and expense, with any indemnification payment required under attempt, by subrogation or otherwise, by the terms of this Agreement, Indemnifying Party to recoup indemnified amounts from insurers or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementother Third Parties.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV VI or Article V VII will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNothing contained in this Agreement, and any Ancillary Agreement or the Registration Rights Agreements shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) Any Indemnity Payment otherwise owed under this Agreement will be reduced by the Tax Benefits Actually Realized (as defined in the Tax Matters Agreement) by the Indemnitee and its Affiliates in accordance with, and subject to, the principles set forth or referred to in Section 2.5 of the Tax Matters Agreement, and shall be increased in accordance with, and subject to, the principles set forth or referred to in Section 2.5 of the Tax Matters Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article VI (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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) thereto solely by virtue of the indemnification and contribution provisions hereofof this Agreement. Each The Indemnified Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VI; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it shall not limit the Indemnifying Party’s obligations under this Agreement or any Ancillary Agreement. (c) Subject to Section 6.7(c), any indemnity payment under this Article VI shall be increased to take into account any actual Tax cost incurred by the Indemnified Party arising from the receipt or accrual of such indemnity payment and shall be decreased to take into account any actual reduction in Taxes otherwise payable by the Indemnified Party arising from the incurrence of such indemnified Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will be net Section 7 including, for the avoidance 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 doubt, in respect of any indemnifiable Shared Contingent Liability, shall be calculated (i) net of insurance proceeds that actually reduce the amount of the Loss, (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 Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 2.4 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Section 7 to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Section 7 shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification provisions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding Section 7; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 5.2 of the Tax Matters Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 in either case 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 either that any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts in either case 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article IV (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in the indemnification provisions of this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding ; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it shall not limit the Indemnifying Party’s obligations under this Agreement or any Ancillary Agreement. (c) Subject to Section 4.7, any indemnity payment under this Article IV shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability liability subject to indemnificationindemnification (an “Indemnified Liability”), contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds any insurance proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person individual or entity by or on behalf of the Indemnitee (as defined below) in respect of any indemnifiable LiabilityIndemnifiable Liability pursuant to an insurance policy (an “Insurance Policy”). Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds insurance proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person person by or on behalf of the Indemnitee in respect of the related Indemnified Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Indemnified Liability and subsequently receives Insurance Proceeds any insurance proceeds or any other amounts in respect of such Indemnified Liability, then within ten (10) calendar days of receipt of such Insurance Proceedsinsurance proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds insurance proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that it is their intent that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Indemnified Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action action to collect or recover Insurance Proceedsinsurance proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds insurance proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V 4 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they such insurer or other third party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members of its obligate any Person in any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) Any Indemnity Payment made by the Company shall be (i) increased as necessary so that may after making all payments in respect to taxes imposed on or attributable to such Indemnity Payment, each Cellectis Indemnitee receives a net amount equal to the sum it would have received had no such taxes been imposed and (ii) reduced to take account of any net tax benefit actually realized by an Cellectis Indemnitee arising from the incurrence or payment of the Loss to which the Indemnity Payment relates. Any Indemnity Payment made by Cellectis shall be collectible (i) increased as necessary so that after making all payments in respect to taxes imposed on or recoverable respecting attributable to such Indemnity Payment, each Company Indemnitee receives a net amount equal to the Liabilities for sum it would have received had no such taxes been imposed and (ii) reduced to take account of any net tax benefit actually realized by a Company Indemnitee arising from the incurrence or payment of the Loss to which the Indemnity Payment relates. (d) If an indemnification or contribution may claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required made under the terms Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any Party be entitled to double recovery from the indemnification provisions of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, Agreement and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of Insurance Proceeds or and other amounts received that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability for which indemnification is sought. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder reimbursement under this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or and other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitytherefor, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an In the case of any Shared Liability, any Insurance Proceeds actually received, realized or recovered by any party in respect of the Shared Liability will be shared between the New NGC Group and the HII Group in accordance with their respective Applicable Proportions, regardless of which Group may actually receive, realize or recover such Insurance Proceeds. (c) An insurer that would otherwise be obligated to pay defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisionsprovisions of this Agreement) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any other Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) The parties intend that may be collectible or recoverable respecting the Liabilities for which any indemnification or contribution may be available under reimbursement payment in respect of a Liability pursuant to this Article IVV or Article VI shall be (i) reduced to take into account the amount of any Tax Benefit (as defined in the Tax Sharing Agreement) to the indemnified or reimbursed Person resulting from the Liability so indemnified or reimbursed and (ii) increased so that the amount of such payment, reduced by the amount of all Income Taxes (as defined in the Tax Sharing Agreement) payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Person receiving such payment would otherwise be entitled to receive pursuant to this Agreement. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms For purposes of this AgreementSection 5.4(c), or otherwise satisfying any indemnification obligation, pending the outcome amount of any Action Tax Benefit and any Income Taxes shall be calculated on the basis that the indemnified or reimbursed Person is subject to collect the highest marginal regular statutory income Tax rate, has sufficient taxable income to permit the realization or recover Insurance Proceeds, receipt of any relevant Tax Benefit at the earliest possible time and an Indemnitee need is not attempt subject to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementthe alternative minimum tax.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV 4 or Article V 5 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an In the case of any Contingent Liability, any Insurance Proceeds recovered by either party in respect of the Contingent Liability will be used to satisfy the Contingent Liability before the parties shall seek relief under this Article 4. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNotwithstanding the foregoing, each member of the BOLC Group and NUVOLA Group shall cause the members of its Group to, be required to use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or in any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the same Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The It is expressly agreed and understood that all rights to indemnification, contribution and reimbursement pursuant to this Article IV or Article V are in excess of all available insurance. Without limiting the foregoing, the Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 Liability allocation, indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ attorney’s fees and expenses) to collect or recover recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Each of Remainco and FOX shall use its respective commercially reasonable efforts to collect amounts from any Liability third Person with respect to a Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV Agreement (including proceeds under its respective available and applicable third party insurance policies) to which it or Article V any of its Subsidiaries is entitled (“Third Party Proceeds”) prior to seeking indemnification under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. (b) The amount of any Loss subject to indemnification pursuant to this Agreement will be net of Insurance reduced by any Third Party Proceeds actually recovered (including insurance proceeds or other amounts actually recovered (under insurance policies, net of any out-of-pocket costs or expenses incurred in the collection thereof) ), whether retroactively or prospectively, by the Indemnified Party. If any Indemnified Party recovers an amount from any a third Person by or on behalf of the Indemnitee in respect of any Loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable Liability. AccordinglyLoss has been paid by an Indemnifying Party or after an Indemnifying Party has made a payment of a portion, but not all of, such indemnifiable Loss and the amount which either received from the third Person exceeds the remaining unpaid balance of such indemnifiable Loss, then the Indemnified Party will promptly remit to the Indemnifying Party the positive excess (an “Indemnifying Party”if any) is required to pay to any Person entitled to indemnification or contribution hereunder of (an “Indemnitee”i) will be reduced by any 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 sum of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required amount previously paid by this Agreement from an such Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts such indemnifiable Loss plus the amount received by such Indemnified Party from such third Person in respect of such Liabilityindemnifiable Loss (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party), then within ten minus (10ii) calendar days of receipt the full amount of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds indemnifiable Loss. An insurer or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that third Person who would otherwise be obligated to pay any claim Loss shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood and agreed that no insurer or any other Third Party third Person shall be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in the indemnification provisions of this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding V; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it shall not limit the Indemnifying Party’s obligations under this Agreement or any Ancillary Agreement. (c) Subject to Section 5.8, any indemnity payment under this Article V shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability. Any such inclusion or reduction shall be determined (i) using the highest marginal rates in effect at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes (as such term is defined in the Tax Matters Agreement) at the time of the determination.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including reasonable attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnitee for any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss (and net of any the reasonable out-of-pocket costs or expenses incurred in recovering such Insurance Proceeds), (ii) net of any proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 4.2 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 4.2 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification and contribution provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party . The Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts to seek to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds and any Third Party Proceeds (taking into account other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the probability of success on Indemnitee is entitled in connection with any Indemnifiable Loss for which the merits and Indemnitee seeks contribution or indemnification pursuant to this Article VI; provided, that the cost of expending such efforts, including attorneys’ fees and expenses) Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder (including that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Actions to collect or recover Insurance Proceeds or Third Party Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds or Third Party Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement).

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten thirty (1030) calendar days of receipt of receiving such Insurance Proceedspayment, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or in any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreementrequired, or otherwise satisfying any indemnification obligation, under the terms of this Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties hereto intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V Agreement will be net of (i) Insurance Proceeds that actually reduce the amount of the Liability for which indemnification is sought or (ii) other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by third-party that actually reduce the amount of, or on behalf of are paid to the applicable Indemnitee in respect of any indemnifiable Liabilityof, such Liability (“Third-Party Proceeds”). Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder reimbursement under Section 5.2 or Section 5.3 of this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts Third-Party Proceeds theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird-Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any outThird-of-pocket costs or expenses incurred in the collection thereof) Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay defend or make payment in response to any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe 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 third party will be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisionsprovisions of this Agreement) by virtue of the indemnification and contribution provisions hereof. Each Party shall, member of the MII Group and shall cause the members of MVWC Group will use its Group to, use commercially reasonable best efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding the foregoingV; provided, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreementhowever, or otherwise satisfying any indemnification obligation, pending the outcome of any Action that such Person’s inability to collect or recover any such Insurance ProceedsProceeds or Third-Party Proceeds will not limit the Indemnifying Party’s obligations hereunder. (c) Except to the extent otherwise required by applicable Law, any indemnity payment hereunder shall be treated, for all Tax purposes, as made immediately before the Effective Time (i) as a distribution by MVWC to MII, if made pursuant to Section 5.2 and (ii) as a contribution by MII to MVWC, if made pursuant to Section 5.3. The parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be made on an after-Tax basis. For this purpose, “after-Tax basis” means the actual amount of any payment to be made with respect to such Liability, after giving effect to any Tax cost actually incurred by the Indemnitee arising out of the receipt of such payment, and an reducing such payment by the value of any and all federal, state or other Tax benefits actually realized by the Indemnitee need not attempt to collect any Insurance Proceeds in respect of the payment of the indemnified or reimbursed Liability, which Tax costs and Tax benefits shall be treated as actually incurred or actually realized, as the case may be, based on a with-and-without Tax calculation and assuming that all other gain, income, loss, deduction and other items are taken into account by the Indemnitee prior to making a claim for indemnification taking into account any such Tax cost or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementTax benefit.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V 9 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they such insurer or other third party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members of its obligate any Person in any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) Any Indemnity Payment made by the Company shall be (i) increased as necessary so that may after making all payments in respect to taxes imposed on or attributable to such Indemnity Payment, each RBS Indemnitee receives a net amount equal to the sum it would have received had no such taxes been imposed and (ii) reduced to take account of any net Tax benefit actually realized by an RBS Indemnitee arising from the incurrence or payment of the Loss to which the Indemnity Payment relates. Any Indemnity Payment made by RBS shall be collectible (i) increased as necessary so that after making all payments in respect to taxes imposed on or recoverable respecting attributable to such Indemnity Payment, each Company Indemnitee receives a net amount equal to the Liabilities for sum it would have received had no such taxes been imposed and (ii) reduced to take account of any net Tax benefit actually realized by a Company Indemnitee arising from the incurrence or payment of the Loss to which the Indemnity Payment relates. (d) If an indemnification or contribution may claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required made under the terms Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any Party be entitled to double recovery from the indemnification provisions of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, Agreement and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Party (including any of its Indemnitees) for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will shall be calculated (i) net of Insurance Proceeds actually received by such Party (or other amounts actually recovered any of its Indemnitees) with respect to any Indemnifiable Loss and (ii) net of any out-of-pocket costs proceeds actually received by such Party (or expenses incurred in the collection thereofany of its Indemnitees) from any Person Third Party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”), in the case of (i) and (ii) net of the costs of collection thereof and any increase in premium attributable thereto under applicable Third Party Policies. Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V III will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction of the related LiabilityLoss. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim claims shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V Agreement 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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will the Indemnitee shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar 30 days of receipt of receiving such Insurance Proceedspayment, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions in Article X hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IVAgreement. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification or contribution payment required under the terms of this Agreementrequired, or otherwise satisfying any indemnification or contribution obligation, under the terms of this Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that it is their intent that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV 4 or Article V 5 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an In the case of any Contingent Liability, any Insurance Proceeds recovered by either party in respect of the Contingent Liability will be used to satisfy the Contingent Liability before the parties shall seek relief under this Article 4. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNotwithstanding the foregoing, each member of the QUALCOMM Group and Leap Group shall cause the members of its Group to, be required to use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by under this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance ProceedsProceeds or other amounts, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 liability allocation, indemnification and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek or collect or recover any Insurance Proceeds that may be collectible or recoverable respecting with respect to the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding ; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it shall not limit the Indemnifying Party’s obligations under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may shall not delay making any indemnification payment required under the terms of this Agreementrequired, or otherwise satisfying any indemnification obligation, under the terms of this Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party Newco or Vornado (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, Agreement have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV; provided that the Indemnitee’s ability or inability to collect or recover any such Insurance Proceeds shall not limit the Indemnifying Party’s obligations under this Agreement. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) Any indemnification payment under this Article IV shall be adjusted in accordance with Section 4.4 of the Tax Matters Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss (and net of any the reasonable out-of-pocket costs or expenses incurred in recovering such Insurance Proceeds), (ii) net of any proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 7.3 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 7.3 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VI to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VI shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification provisions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VI; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that than an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision provisions contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they such insurer or other third party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members of its obligate any Person in any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds Proceeds. (c) Any Indemnity Payment made by the Company shall be increased as necessary so that may after making all payments in respect to Taxes imposed on or attributable to such Indemnity Payment, each Pfizer Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. Any Indemnity Payment made by Pfizer shall be collectible increased as necessary so that after making all payments in respect to Taxes imposed on or recoverable respecting attributable to such Indemnity Payment, each Company Indemnitee receives an amount equal to the Liabilities for which sum it would have received had no such Taxes been imposed. (d) If an indemnification or contribution may claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required made under the terms Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any party be entitled to double recovery from the indemnification provisions of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, Agreement and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will Section 6 shall be calculated (i) net of Insurance Proceeds or other amounts insurance proceeds that actually recovered reduce the amount of the Loss, (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Loss (“Third Party Proceeds”) and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 2.4 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Section 6 to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Section 6 shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification provisions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding Section 6; provided that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) 10 calendar days of receipt of such Insurance ProceedsPayment, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that Any recovery by any Liability Indemnified Party for any Indemnifiable Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will VI shall be calculated (i) net of Insurance Proceeds or other amounts actually recovered received by such Indemnified Party with respect to any Indemnifiable Loss such proceeds shall be reduced by the present value, based on that Party’s then cost of short term borrowing of future premium increases known at such time) and (ii) net of any out-of-pocket costs or expenses incurred in proceeds actually received by the collection thereof) Indemnitee from any Person third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article VI to any Indemnitee pursuant to this Article VI shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required corresponding to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of corresponding to any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party Any Indemnity Payment shall be entitled increased as necessary so that after making all payments corresponding to a “windfall” (i.e.Taxes imposed on or attributable to such Indemnity Payment, a benefit they the Indemnitee receives an amount equal to the sum it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending have received had no such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementTaxes been imposed.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability or Loss, as applicable. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article V (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability, as applicable. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding V; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it shall not limit the Indemnifying Party’s obligations hereunder. (c) Any indemnity payment under this Agreement Article V shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability or Loss, as applicable. For purposes hereof, any Ancillary inclusion or reduction shall be determined (i) using the highest marginal rates applicable to the Indemnified Party in effect at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes (as such term is defined in the Tax Matters Agreement) at the time of the determination.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Loss subject to indemnification, contribution indemnification 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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 such Indemnitee in respect of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilitythe related Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision provisions contained in this Agreement or any Ancillary Agreement, 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 “windfallwind-fall” (i.e., a benefit they that such insurer or other Third Party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) If an indemnification claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be made under the Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any Party be entitled to double recovery for the same Loss from the indemnification provisions of this Agreement and any Ancillary Agreement (including by being taken into account in the determination of the Closing Working Capital).

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) from any Person by or on behalf of the Indemnitee 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in in, or Taxes imposed with respect to, the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement. (c) The Parties intend that (i) any Liability subject to indemnification pursuant to this Agreement shall be increased to take into account any Taxes imposed on the Indemnitee (or any of its Affiliates) with respect to the receipt or accrual of an Indemnity Payment in respect of such Liability pursuant to and in accordance with Section 13.02 of the Tax Matters Agreement and (ii) Section 6.01(b) of the Tax Matters Agreement shall apply with respect to any Tax benefit Actually Realized by an Indemnitee (or any of its Affiliates) as a result of incurring a Liability subject to indemnification pursuant to this Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will shall be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then then, within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The It is expressly agreed and understood that all rights to indemnification, contribution and reimbursement pursuant to this Article IV are in excess of all available insurance. Without limiting the foregoing, the Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Accordingly, any provision herein that could have the result of giving any insurer or other Third Party such a “windfall” shall be suspended or amended to the extent necessary to not provide such “windfall.” Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required required, or otherwise satisfy any indemnification obligation, under the terms of this Agreement, or otherwise satisfying any indemnification obligation, Agreement pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article IV III or Article V will IV shall be net of Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification indemnification, contribution or contribution reimbursement hereunder (an “Indemnitee”) will shall be reduced by any Insurance Proceeds or and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. For avoidance of doubt and to illustrate the operation of this Section 3.04, if Fuels should be responsible to indemnify Tech for an insured Liability, and the claim for that Liability to an insurer results in a deductible or loss reimbursement and a retrospectively rated premium adjustment, Fuels shall be responsible for the deductible or loss reimbursement and the retrospectively rated premium adjustment. If an Indemnitee receives a an indemnification, contribution or reimbursement payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 indemnification, contribution and contribution reimbursement provisions hereof. Each Party shall, and shall cause the members of its such Party’s Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification indemnification, contribution or contribution reimbursement may be available under this Article IVIII. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification indemnification, contribution or contribution reimbursement, or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V III will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article III (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction of the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. Notwithstanding anything to the contrary in the Transition Services Agreements, the parties agree that if any such Insurance Proceeds were paid by an insurance company under a plan, such as a retrospective premium or large deductible program, where such Insurance Proceeds are subsequently billed back to one of the parties by the insurance company, then (i) if billed to the Indemnifying Party, it will pay the insurance company and will not charge such amount to the Indemnitee, or (ii) if billed to the Indemnitee, the Indemnifying Party will pay on behalf of or reimburse, as appropriate, the Indemnitee for such amount. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim claims shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the these indemnification provisions) by virtue of the indemnification and contribution provisions hereofherein. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement 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 Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability or Loss, as applicable. Accordingly, the amount which either Party any party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification under this Article V or contribution hereunder entitled to indemnification under Section III.E. of the Transitional Trademark License Agreement (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 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 Liability or Loss, as applicable, and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds Indemnifying Party in respect of such Liability or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLoss. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement the indemnification provisions hereof or any Ancillary the indemnification provisions of the Transitional Trademark License Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding V or any Loss for which the foregoingIndemnified Party seeks indemnification pursuant to Section III.E. of the Transitional Trademark License Agreement; provided, an Indemnifying Party may not delay making any indemnification payment required under that the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification shall not limit the Indemnifying Party’s obligations hereunder or contribution or receiving any Indemnity Payment otherwise owed to it under the Transitional Trademark License Agreement. (c) Any indemnity payment under this Agreement Article V shall be increased to take into account any inclusion in income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in income of the Indemnified Party arising from such indemnified Liability or Loss, as applicable. For purposes hereof, any Ancillary inclusion or reduction shall be determined (i) using the highest marginal rates in effect at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes (as such term is defined in the Tax Matters Agreement) at the time of the determination.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that it is their intent that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNothing contained in this Agreement, and any Ancillary Agreement or the Tax Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “Indemnifying Party”"INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”"INDEMNITEE") will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”"INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree In the case of any Shared Contingent Liability, any Insurance Proceeds actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that an the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance Proceeds. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” "wind-fall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed RRD Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect Indemnifiable Loss (“Third Party Proceeds”), and (iii) net of any indemnifiable LiabilityTax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in a Tax Disaffiliation Agreement, and increased in accordance with, and subject to, the principles set forth in a Tax Disaffiliation Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee shall be entitled use reasonable best efforts 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V (an “Indemnifiable Liability”) will be net of Insurance Proceeds that actually reduce the amount of, or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in are paid to the collection thereof) from any Person by or on behalf of the applicable Indemnitee in respect of any indemnifiable of, such Liability. Accordingly, the amount which that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the such Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect theretothereto by virtue of the indemnification provisions hereof, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfallwind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V ARTICLE VII will be calculated (i) net of Insurance Proceeds or other amounts received by the Indemnitee that actually recovered reduce the amount of the Indemnifiable Loss, and (ii) net of any out-of-pocket costs or expenses incurred in proceeds received by the collection thereof) Indemnitee from any Person by or on behalf third party for indemnification for such Liability that actually reduce the amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Indemnifiable Loss (“Third Party (an “Indemnifying PartyProceeds”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability). If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an Any insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification and contributions provisions hereof, have any subrogation rights with respect thereto, . The Indemnitee shall use reasonable best efforts to seek to collect or recover any third party Insurance Proceeds and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Indemnitee is entitled in connection with any Indemnifiable Loss for which the Indemnitee seeks contribution or indemnification pursuant to this ARTICLE VII (it being understood that no insurer the obligation to use reasonable best efforts to collect or recover any other third party Insurance Proceeds or Third Party Proceeds shall not require the Indemnitee to commence any litigation proceedings against any such third party); provided that the Indemnitee’s inability to collect or recover any such Insurance Proceeds or Third Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder. (c) CS and DPS agree that any indemnification payment made pursuant to this ARTICLE VII shall be entitled paid free and clear of any Tax deduction or withholding. If any deduction or withholding is required by applicable Law to a “windfall” (i.e.be made from any indemnification payment made pursuant to this ARTICLE VII, a benefit they would not be entitled to receive in the absence amount of the indemnification provisionspayment will be increased by such additional amount as is necessary to ensure that the net amount received by the Indemnitee (after taking account of all such deductions and withholdings) by virtue of is equal to the indemnification and contribution provisions hereofamount which it would have received had the payment in question not been subject to any deductions or withholdings. Each Party shallNotwithstanding the foregoing, and shall cause the members of its Group to, Parties agree to use commercially reasonable efforts (taking into account to the probability of success on the merits and the cost of expending extent such efforts, including attorneys’ fees and expensesefforts will not result in materially adverse consequences to a Party) to collect mitigate or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which avoid such deductions and withholdings. (d) Any indemnification or contribution may be available payment made under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any ARTICLE VII will be subject to adjustment for certain net Tax benefits and net Tax costs attributable to such indemnification payment required under (including gross-up) and to amounts indemnified against as provided in the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Tax Sharing Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall. (c) The Parties intend that any indemnification or reimbursement payment in respect of a Liability pursuant to this Article V or Article VI shall be (i) reduced to take into account the amount of any Tax Benefit (as defined in the Tax Sharing Agreement) to the indemnified or reimbursed Person resulting from the Liability so indemnified or reimbursed and (ii) increased so that the amount of such payment, and shall cause reduced by the members amount of its Group to, use commercially reasonable efforts all Income Taxes (as defined in the Tax Sharing Agreement) payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the probability payment of success such Income Taxes), shall equal the amount of the payment which the Person receiving such payment would otherwise be entitled to receive pursuant to this Agreement. For purposes of this Section 5.4(c), the amount of any Tax Benefit and any Income Taxes shall be calculated on the merits and basis that the cost of expending such effortsindemnified or reimbursed Person is subject to the highest marginal regular statutory income Tax rate, including attorneys’ fees and expenses) has sufficient taxable income to collect permit the realization or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome receipt of any Action relevant Tax Benefit at the earliest possible time and is not subject to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementthe alternative minimum tax.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Indemnifiable Loss subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VIII including, for the avoidance of doubt, in respect of any Assumed Tyco Contingent Liability, will be calculated (i) net of Insurance Proceeds or other amounts that actually recovered reduce the amount of the Indemnifiable Loss, (ii) net of any out-of-pocket costs 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”) and (iii) net of any Tax benefits in accordance with, and subject to, the principles set forth or expenses incurred referred to in the collection thereof) from any Person by or on behalf of Tax Sharing Agreement, and increased in accordance with, and subject to, the Indemnitee principles set forth in respect of any indemnifiable Liabilitythe Tax Sharing Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VIII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) this Article VIII will be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityIndemnifiable Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification and contributions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee shall be entitled use best efforts 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Indemnifiable Loss for which the Indemnified Party seeks contribution or indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VIII; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Any Loss subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V will be net VII including, for the avoidance 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 doubt, in respect of any indemnifiable Shared Contingent Liability, shall be calculated (i) net of insurance proceeds that actually reduce the amount of the Loss, (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 Loss (“Third Party Proceeds”) and (iii) net of any Tax benefits actually realized in accordance with, and subject to, the principles set forth or referred to in Section 2.4 of the Tax Matters Agreement, and increased in accordance with, and subject to, the principles set forth in Section 2.4 of the Tax Matters Agreement. Accordingly, the amount which either any Indemnifying Party (an “Indemnifying Party”) is required to pay pursuant to this Article VII to any Person entitled Indemnitee pursuant to indemnification or contribution hereunder (an “Indemnitee”) will this Article VII shall be reduced by any Insurance Proceeds or other amounts Third Party Proceeds theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityThird Party Proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree acknowledge that an the indemnification provisions hereof do not relieve any insurer that who would otherwise be obligated to pay any claim shall not be relieved to pay such claim. In furtherance of the responsibility with respect thereto orforegoing, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party the Indemnitee 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting and any Third Party Proceeds (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnitee is entitled in connection with any Loss for which the Indemnitee seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VII; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnitee’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary AgreementThird Party Proceeds (despite having used commercially reasonable efforts) shall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, contribution or reimbursement indemnification pursuant to this Article IV or Article V X will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 Indemnified Party in respect of the related Liability. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding X; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementshall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV Agreement or Article V will any Transaction Document: (i) shall be net of reduced by any 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; (ii) shall not be increased to take into account any Tax costs incurred by the Indemnitee arising from any Indemnity Payments received from the Indemnifying Party (as defined below); and (iii) shall not be reduced to take into account any Tax benefit received by the Indemnitee arising from the incurrence or payment of any Indemnity Payment. Accordingly, the amount which either any Party against whom a claim is made for indemnification under this Agreement (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will Indemnitee shall be reduced by any Insurance Proceeds or any other amounts actually theretofore 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such the related Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V 9 will be net of Insurance Proceeds or other amounts insurance proceeds that actually reduce the amount of the liability. 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 (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 reduction of the related Liabilityliability. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liabilityinsurance proceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) insurance proceeds recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree In the case of any Shared Contingent Liability, any insurance proceeds actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that an the obligations of the parties for such Shared Contingent Liability, net of such insurance proceeds, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such insurance proceeds. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” (i.e., receive a benefit that they would not be entitled to receive in the absence of the indemnification provisions) provisions by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V III will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction of the related LiabilityLoss. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim claims shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) any Business to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability subject to indemnification, contribution indemnification 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 reduction of any indemnifiable the related Liability, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement. Accordingly, except as otherwise expressly provided in Article VI of the Insurance Matters Agreement, (i) the amount which either that any Party (an “Indemnifying Party”"INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”"INDEMNITEE") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction of the related Liability. If ; and (ii) if an Indemnitee receives a payment (an “Indemnity Payment”"INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “"windfall” " (i.e., a benefit they it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members . (c) The existence of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and a claim by an Indemnitee need not attempt to collect any Insurance Proceeds prior to making for monies from an insurer or against a claim for indemnification or contribution or receiving third party in respect of an indemnifiable loss shall not, however, delay any Indemnity Payment pursuant to the indemnification provisions contained herein and otherwise owed determined to it under this Agreement or any Ancillary Agreementbe due and owning by an Indemnifying Party.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related Liability. If an Indemnitee receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree In the case of any Shared Contingent Liability, any Insurance Proceeds actually received, realized or recovered by any party in respect of the Shared Contingent Liability will be shared among the parties in such manner as may be necessary so that an the obligations of the parties for such Shared Contingent Liability, net of such Insurance Proceeds, will remain in proportion to their respective Shared Percentages, regardless of which party or parties may actually receive, realize or recover such Insurance Proceeds. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party third party shall be entitled to a “windfall” "wind-fall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement or any Ancillary Agreement shall cause the members obligate any member of its any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV 4 or Article V 5 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party any party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification or contribution hereunder (an “"Indemnitee”") will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an In the case of any Contingent Liability, any Insurance Proceeds recovered by either party in respect of the Contingent Liability will be used to satisfy the Contingent Liability before the parties shall seek relief under this Article 4. (c) An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNotwithstanding the foregoing, each member of the DHPI Group and RP Group shall cause the members of its Group to, be required to use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (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 that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed. (c) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or in any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties parties intend that any Liability Liabilities subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV II or Article V III of this Agreement will be net of Insurance Proceeds or other amounts that actually reduce the amount of the Liabilities. 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 (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 either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 reduction 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 Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) recovery had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement the indemnification provisions hereof, or any Ancillary Agreement, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other Third Party 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 and contribution provisions hereof. Each Party shallNotwithstanding the foregoing, each member of the Willxxxx Xxxup and Communications Group shall cause the members of its Group to, be required to use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Liability Indemnifiable Loss subject to indemnification, contribution indemnification 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 reduction of any indemnifiable Liabilitythe related Indemnifiable Loss. Accordingly, except as otherwise expressly provided in such sections of the Insurance Matters Agreement, (i) the amount which either that any Party (an “Indemnifying Party”) is required to pay to any Person person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts theretofore 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 reduction of the related Liability. If Indemnifiable Loss; and (ii) if an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Indemnifiable Loss and subsequently receives Insurance Proceeds or any other amounts in respect reduction of such LiabilityIndemnifiable Loss, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will promptly pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that existence of a claim by an Indemnitee for monies from an insurer that would otherwise be obligated to pay any claim or against a third party in respect of an Indemnifiable Loss shall not be relieved of the responsibility with respect thereto ornot, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementhowever, have any subrogation rights with respect thereto, it being understood 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 and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment pursuant to the indemnification provisions contained herein and otherwise owed determined to it under this Agreement or any Ancillary Agreementbe due and owning by an Indemnifying Party.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that amount of any Liability subject to indemnification, contribution or reimbursement pursuant to Damages for which indemnification is provided under this Article IV or Article V Agreement will be net of Insurance Proceeds or other any amounts actually recovered (net of any out-of-pocket costs or expenses incurred in by the collection thereof) Indemnified Party from any Person by or on behalf Third Party (including Insurance Proceeds actually recovered) with respect to such Damages. An Indemnifying Party will be subrogated to the rights of the Indemnitee Indemnified Party upon payment in respect full of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any 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 the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an relevant indemnifiable Damages. An insurer that who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e.in either case, a benefit they would not be entitled to receive in the absence of the indemnification provisions) solely by virtue of the indemnification and contribution provisions hereofof this Agreement. Each If any Indemnified Party shall, and shall cause recovers an amount from a Third Party in respect of Damages for which indemnification is provided in this Agreement after the members full amount of its Group to, use commercially reasonable efforts (taking into account the probability such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made partial payment of success on the merits such indemnifiable Damages and the cost amount received from the Third Party exceeds the remaining unpaid principal balance of expending such effortsindemnifiable Damages, including attorneys’ fees and expensesthen the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) to collect or recover 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. (b) In the case of any Shared Liability, any Insurance Proceeds that actually received, realized or recovered by any Party in respect of the Shared Liability will be shared between the TimkenSteel Group and the Bearings Group in accordance with their respective Applicable Proportions, regardless of which Group may be collectible actually receive, realize or recoverable respecting recover such Insurance Proceeds. (c) Notwithstanding anything to the Liabilities for which indemnification or contribution may be available under contrary in this Article IVV, but subject to Section 5.8(a) above, in the event that a TimkenSteel Entity is an Indemnifying Party: (i) The initial presumption for purposes of calculating indemnity payments will be that there is no insurance coverage for any such Damages, and the Indemnifying Party will, upon request by any Bearings Indemnified Party, re-affirm in writing to fully indemnify, defend and hold harmless the Indemnified Party from and against any and all such Damages. Notwithstanding Once the foregoingIndemnifying Party has re-affirmed this obligation to the Indemnified Party in writing, an the Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Damages. (ii) If requested, the Indemnified Party will cooperate in good faith with the Indemnifying Party and use reasonable best efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent will not delay making be unreasonably withheld, delayed or conditioned), all of which will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party will pay directly, or promptly reimburse the Indemnified Party for, all such costs and expenses, as directed by the Indemnified Party. (iii) The Indemnified Party will retain full and exclusive control of all such matters (including the settlement of coverage claims against insurers), and the Indemnified Party will have the right to select counsel with the concurrence of the Indemnifying Party, which concurrence will not be unreasonably withheld, delayed or conditioned. (iv) The proceeds of any indemnification insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) will be paid to the Indemnifying Party. (v) At all times, the Indemnifying Party will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. (vi) It is not the intent of this Section 5.8(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 5.8(c) that the indemnity obligations of the Indemnifying Party should be viewed as “additional insurance” by any insurer. (vii) Notwithstanding anything to the contrary in this Section 5.8(c), the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnifying Party before the Indemnifying Party has requested it to do so. In such event, the Indemnified Party may unilaterally take any steps it determines to be necessary to preserve such insurance coverage, including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under the terms of this Agreement, including the Indemnifying Party’s obligation to pay directly, or otherwise satisfying reimburse the Indemnified Party for, costs and expenses. (viii) For purposes of this Section 5.8(c), the following will not be considered insurance available to any indemnification obligationTimkenSteel Group members as an Indemnifying Party: (A) any deductible payable by the Indemnified Party; (B) any retention payable by the Indemnified Party; (C) any co-insurance payable by the Indemnified Party; and (D) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, pending including an insurance-fronting arrangement or fronted insurance policy. (ix) It is the outcome intention of any Action this Section 5.8(c) to collect or recover Insurance Proceeds, and an Indemnitee need not attempt make insurance available to collect any Insurance Proceeds prior the Indemnifying Party only in those instances in which there has been a final transfer of the risk to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementsolvent third-party commercial insurer.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) The Parties intend that any Any Liability subject to indemnification, indemnification or contribution or reimbursement pursuant to this Article IV or Article V VII will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLiability or Loss, as applicable. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder under this Article VII (an “IndemniteeIndemnified Party”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereofrelated to recovery of such Insurance Proceeds) from any Person theretofore actually recovered by or on behalf of the Indemnitee Indemnified Party in respect of the related Liability, as applicable. If an Indemnitee Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over such Insurance Proceeds but not exceeding the amount of the Indemnity Payment that would have been due if paid by the Insurance Proceeds or Indemnifying Party in respect of such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was madeLiability. (b) The Parties agree that an An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe indemnification provisions hereof, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third . The Indemnified 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 and contribution provisions hereof. Each Party shall, and shall cause the members of use its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any third-party Insurance Proceeds that may be collectible or recoverable respecting (other than Insurance Proceeds under an arrangement where future premiums are adjusted to reflect prior claims in excess of prior premiums) to which the Liabilities Indemnified Party is entitled in connection with any Liability for which the Indemnified Party seeks indemnification or contribution may be available under pursuant to this Article IV. Notwithstanding VII; provided, that the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action Indemnified Party’s inability to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any such Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreementshall not limit the Indemnifying Party’s obligations hereunder.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. (a) 9.2.1 The Parties intend that any Liability Loss subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV or Article V 9 will be net of Insurance Proceeds or other amounts that actually recovered (net of any out-of-pocket costs or expenses incurred in reduce the collection thereof) from any Person by or on behalf amount of the Indemnitee in respect of any indemnifiable LiabilityLoss. Accordingly, the amount which either any Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) Indemnitee will be reduced by any Insurance Proceeds or other amounts theretofore 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 the related LiabilityLoss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability Loss and subsequently receives Insurance Proceeds or any other amounts in respect of such LiabilityProceeds, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made. (b) The Parties agree that an 9.2.2 An insurer that who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement or any Ancillary Agreementthe 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 “windfallwind-fall” (i.e., a benefit they such insurer or other Third Party would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and Nothing contained in this Agreement shall cause the members of its obligate any Person in any Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to seek to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any . 9.2.3 Any Indemnity Payment otherwise owed made by the Company shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such Indemnity Payment, each Pfizer Indemnitee receives an amount equal to the sum it under this Agreement would have received had no such Taxes been imposed. Any Indemnity Payment made by Pfizer shall be increased as necessary so that after making all payments in respect to Taxes imposed on or any Ancillary Agreementattributable to such Indemnity Payment, each Company Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.