Common use of Insurance and Third Party Obligations Clause in Contracts

Insurance and Third Party Obligations. The parties intend ------------------------------------- that any Liability subject to indemnification pursuant to this Article IV will be net of insurance proceeds and tax benefits (if any) that actually reduce the amount of the Liability. Accordingly, the amount which any Indemnifying Party is required to pay to any Indemnified Party will be reduced by any insurance proceeds theretofore actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an 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, then the 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 had been received or realized before the Indemnity Payment was made. No insurer or any other third party shall be (a) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions; (b) relieved of the responsibility to pay any claims for which it is obligated or (c) entitled to any subrogation rights with respect to any obligation hereunder. Nothing contained in this Agreement shall obligate any member of any Group to seek to collect or recover any insurance proceeds.

Insurance and Third Party Obligations. The parties intend ------------------------------------- that any Liability subject to indemnification pursuant to this Article IV will be net of insurance proceeds and tax benefits (if any) that actually reduce the amount of the Liability. Accordingly, the amount which any an Indemnifying Party (as defined in Section 5.4 below) is required to pay to any Indemnified Party will (as so defined) pursuant to Section 5.1 or Section 5.2 shall be reduced (including, without limitation, retroactively) by any insurance proceeds theretofore Insurance Proceeds and other amounts (including, without limitation, amounts actually recovered received from third parties in respect of indemnification or contribution obligations of third parties) actually received by or on behalf of the such Indemnified Party in reduction of the related LiabilityIndemnifiable Loss, it being understood and agreed that each member of the CSC Group and the Spinco Group shall use its reasonable efforts, at the expense of the Indemnifying Party, to collect any such proceeds or other such amounts to which it or any of its wholly-owned Subsidiaries is entitled, without regard to whether it is an Indemnified Party hereunder. If an Indemnified Party receives a an indemnity payment (an "Indemnity Payment") required by this Agreement from an Indemnifying Party pursuant to Section 5.1 or 5.2 in respect of any Liability an Indemnifiable Loss and subsequently receives insurance proceedsInsurance Proceeds or other amounts in reduction of such Indemnifiable Loss, then the such Indemnified Party will shall pay to the Indemnifying Party an amount equal to the excess difference between (x) the sum of the Indemnity Payment received over the amount of such indemnity payment and the Indemnity Payment that would have been due if amount of such Insurance Proceeds or other amounts actually received and (y) the insurance proceeds had been received or realized before the Indemnity Payment was madeamount of such Indemnifiable Loss. No insurer or any other third party shall be (a) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions; , (b) relieved of the responsibility to pay any claims for to which it is obligated or (c) entitled to any subrogation rights with respect to any obligation hereunder. Nothing contained in this Agreement shall obligate any member of any Group to seek to collect or recover any insurance proceeds.