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

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. 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 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 the related Liability, then 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.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. 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 Newco or Vornado 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 the related such Liability, then 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.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. The Parties intend that any Liability subject to indemnification, contribution indemnification or reimbursement pursuant to this Article IV V or Article V VI ultimately 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 Newco or Vornado any Party (an “Indemnifying Party”) is required has paid to pay to or on behalf of any Person person or entity 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 the related LiabilityProceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received and any costs or expenses incurred by the Indemnitee in recovering such payment 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.

Indemnification Obligations Net of Insurance Proceeds and Other Amounts. 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 Newco or Vornado 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 the related LiabilityProceeds, then 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.