Common use of Insurance; Third Party Obligations; Tax Benefits Clause in Contracts

Insurance; Third Party Obligations; Tax Benefits. The parties intend that any Liability subject to indemnification pursuant to Sections 4.2 or 4.3 shall be paid net of the amount of any insurance or other amounts that actually reduce the amount of the Liability (“Proceeds”). Accordingly, the amount which the Indemnifying Party (as defined below) is required to pay to any Indemnified Party (as defined below) will be reduced by any Proceeds actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an Indemnified Party receives an indemnity payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of such indemnity payment received over the amount of the indemnity payment that would have been due if the Proceeds had been received, realized or recovered before the indemnity payment was made. Any indemnification pursuant to Sections 4.2 or 4.3 shall be paid net of any Tax Benefit to the Indemnified Party attributable to the relevant payment or Liability when, as, and to the extent such Tax Benefit is actually realized. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that 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 to which it is obligated or (c) entitled to any subrogation rights with respect to any obligation hereunder.

Insurance; Third Party Obligations; Tax Benefits. The parties intend that any Liability subject to indemnification pursuant to Sections 4.2 or 4.3 this Article VIII shall be paid net of the amount of any insurance or other amounts that actually reduce the amount of the Liability (“Proceeds”). Accordingly, the amount which the Indemnifying Party (as defined below) is required to pay to any Indemnified Party (as defined below) will be reduced by any Proceeds actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an Indemnified Party receives an indemnity payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of such indemnity payment received over the amount of the indemnity payment that would have been due if the Proceeds had been received, realized or recovered before the indemnity payment was made. Any indemnification pursuant to Sections 4.2 or 4.3 this Article VII shall also be paid net of any Tax Benefit all tax benefits to the Indemnified Party attributable to the relevant payment or Liability when, as, and to the extent such Tax Benefit is actually realizedLiability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other third party shall be (ai) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (bii) relieved of the responsibility to pay any claims to which it is obligated or (ciii) entitled to any subrogation rights with respect to any obligation hereunder.

Insurance; Third Party Obligations; Tax Benefits. The parties intend that any Liability subject to indemnification pursuant to Sections 4.2 or 4.3 shall be paid net of the amount of any insurance or other amounts that actually reduce the amount of the Liability (“"Proceeds”"). Accordingly, the amount which the Indemnifying Party (as defined below) is required to pay to any Indemnified Party (as defined below) will be reduced by any Proceeds actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an Indemnified Party receives an indemnity payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of such indemnity payment received over the amount of the indemnity payment that would have been due if the Proceeds had been received, realized or recovered before the indemnity payment was made. Any indemnification pursuant to Sections 4.2 or 4.3 shall be paid net of any Tax Benefit to the Indemnified Party attributable to the relevant payment or Liability when, as, and to the extent such Tax Benefit is actually realized. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that 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 to which it is obligated or (c) entitled to any subrogation rights with respect to any obligation hereunder.

Insurance; Third Party Obligations; Tax Benefits. The parties intend that any Liability subject to indemnification pursuant to Sections 4.2 4.02 or 4.3 4.03 shall be paid net of the amount of any insurance or other amounts that actually reduce the amount of the Liability (“"Proceeds”"). Accordingly, the amount which the Indemnifying Party (as defined below) is required to pay to any Indemnified Party (as defined below) will be reduced by any Proceeds actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an Indemnified Party receives an indemnity payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of such indemnity payment received over the amount of the indemnity payment that would have been due if the Proceeds had been received, realized or recovered before the indemnity payment was made. Any indemnification pursuant to Sections 4.2 4.02 or 4.3 4.03 shall be paid net of any Tax Benefit tax benefit to the Indemnified Party attributable to the relevant payment or Liability when, as, and to the extent such Tax Benefit is actually realizedLiability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other third party shall be (ai) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (bii) relieved of the responsibility to pay any claims to which it is obligated or (ciii) entitled to any subrogation rights with respect to any obligation hereunder.

Insurance; Third Party Obligations; Tax Benefits. The parties intend that any Liability subject to indemnification pursuant to Sections 4.2 4.02 or 4.3 4.03 shall be paid net of the amount of any insurance or other amounts that actually reduce the amount of the Liability (“Proceeds”"PROCEEDS"). Accordingly, the amount which the Indemnifying Party (as defined below) is required to pay to any Indemnified Party (as defined below) will be reduced by any Proceeds actually recovered by or on behalf of the Indemnified Party in reduction of the related Liability. If an Indemnified Party receives an indemnity payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of such indemnity payment received over the amount of the indemnity payment that would have been due if the Proceeds had been received, realized or recovered before the indemnity payment was made. Any indemnification pursuant to Sections 4.2 4.02 or 4.3 4.03 shall be paid net of any Tax Benefit tax benefit to the Indemnified Party attributable to the relevant payment or Liability when, as, and to the extent such Tax Benefit is actually realizedLiability. Such indemnification shall be increased to reflect any tax liability of the Indemnified Party so that the Indemnified Party receives 100% of the after-tax amount of any payment or liability. It is expressly agreed that no insurer or any other third party shall be (ai) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, (bii) relieved of the responsibility to pay any claims to which it is obligated or (ciii) entitled to any subrogation rights with respect to any obligation hereunder.