Common use of Reduction for Insurance, etc Clause in Contracts

Reduction for Insurance, etc. The amount that Seller shall be liable to pay to, for, or on behalf of an Indemnified Person pursuant to this Article X or the amount that Buyer shall be liable to pay to, for or on behalf of Seller pursuant to this Article X (either, an "Indemnifiable Loss") shall be reduced (including without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Person or Seller, as applicable (an "Indemnitee"), related to the Indemnifiable Loss. If an Indemnitee shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such indemnifying party (the "Indemnifying Party") the net amount of such insurance proceeds or, if less, the amount of such indemnity payment. An Indemnitee promptly shall, at the sole expense of the Indemnifying Party, use all reasonable efforts to recover insurance proceeds which may be due such Indemnitee. Any reduction to an Indemnifiable Loss by reason of any insurance proceeds actually recovered shall not reduce the maximum amount of liability for which the Indemnifying Party shall be obligated pursuant to this Article X. - 49 - 50

Reduction for Insurance, etc. The amount that Seller shall be liable to pay to, for, or on behalf of an Indemnified Person pursuant to this Article X XII or the amount that Buyer shall be liable to pay to, for or on behalf of Seller pursuant to this Article X XII (either, an "Indemnifiable Loss") shall be reduced (including without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Person or Seller, as applicable (an "Indemnitee"), related to the Indemnifiable Loss. If an Indemnitee shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such indemnifying party (the "Indemnifying Party") the net amount of such insurance proceeds or, if less, the amount of such indemnity payment. An Indemnitee promptly shall, at the sole expense of the Indemnifying Party, use all reasonable efforts to recover insurance proceeds which may be due such Indemnitee. Any reduction to an Indemnifiable Loss by reason of any insurance proceeds actually recovered shall not reduce the maximum amount of liability for which the Indemnifying Party shall be obligated pursuant to this Article X. - 49 - 50reasonable

Reduction for Insurance, etc. The amount that Seller shall be liable to pay to, for, or on behalf of an Indemnified Person pursuant to this Article X or the amount that Buyer shall be liable to pay to, for or on behalf of Seller pursuant to this Article X (either, an "Indemnifiable Loss") shall be reduced (including without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Person or Seller, as applicable (an "Indemnitee"), related to the Indemnifiable Loss. If an Indemnitee shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such indemnifying party (the "Indemnifying Party") the net amount of such insurance proceeds or, if less, the amount of such indemnity payment. An Indemnitee promptly shall, at the sole expense of the Indemnifying Party, use all reasonable efforts to recover insurance proceeds which may be due such Indemnitee. Any reduction to an Indemnifiable Loss by reason of any insurance proceeds actually recovered shall not reduce the maximum amount of liability for which the Indemnifying Party shall be obligated pursuant to this Article X. - 49 - 50the

Reduction for Insurance, etc. The amount that Seller shall be liable to pay to, for, or on behalf of an Indemnified Person pursuant to this Article X XI or the amount that Buyer shall be liable to pay to, for or on behalf of Seller pursuant to this Article X XI (either, an "Indemnifiable Loss") shall be reduced (including without limitation, retroactively) by any insurance proceeds actually recovered by or on behalf of such Indemnified Person or Seller, as applicable (an "Indemnitee"), related to the Indemnifiable Loss. If an Indemnitee shall have received or shall have had paid on its behalf an indemnity payment in respect of an Indemnifiable Loss and shall subsequently receive directly or indirectly insurance proceeds in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such indemnifying party (the "Indemnifying Party") the net amount of such insurance proceeds or, if less, the amount of such indemnity payment. An Indemnitee promptly shall, at the sole expense of the Indemnifying Party, use all reasonable efforts to recover insurance proceeds which may be due such Indemnitee. Any reduction to an Indemnifiable Loss by reason of any insurance proceeds actually recovered shall not reduce the maximum amount of liability for which the Indemnifying Party shall be obligated pursuant to this Article X. - 49 - 50XI.