Common use of Reductions for Insurance Proceeds and Other Recoveries Clause in Contracts

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "IndemniteeIndemnified Party") pursuant to Section 1.2, 1.3 7.01 or 1.4Section 7.02, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party in respect of the related lossIndemnifiable Losses (except that nothing herein shall be construed as requiring any Indemnified Party in respect of any NPDC Securities Liability to file any claim for insurance). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer insurance or against a third party in respect of any indemnifiable loss Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Indemnified Party. Rather the Indemnifying Party shall make payment in full of the such amount so determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds such insurance or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has Indemnified Party shall have received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Indemnifiable Losses and later receives shall subsequently actually receive Insurance Proceeds or other amounts in respect of such indemnifiable lossIndemnifiable Losses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds or other amounts in trust for the benefit of the such Indemnifying Party (or Indemnifying Parties) and shall pay to the such Indemnifying Party, as promptly as practicable after receipt, Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from the such Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Indemnifiable Losses.

Reductions for Insurance Proceeds and Other Recoveries. (a) INSURANCE PROCEEDS. The amount that any party (an "Indemnifying Party") Party is or may be required to pay provide indemnification to or on behalf of any other Person (an "Indemnitee") Indemnitee pursuant to Section 1.2, 1.3 6.2 or 1.4Section 6.3, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossLoss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable lossLoss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount of indemnification that any party (an "Indemnifying Party") is or may be required to pay to any other Person a Millipore Indemnitee or a MMI Indemnitee (as applicable) (an "Indemnitee") pursuant to Section 1.27.2, 1.3 7.3 or 1.47.4, as applicable, shall be reduced (retroactively or prospectively) by any monies received by an insured from an insurance carrier or paid by an insurance carrier on behalf of the insured ("Insurance Proceeds Proceeds") or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Separation Agreement, it is the intention of the parties that no insurer or any other third party shall be (iI) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iiII) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Separation Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Separation Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. i. The amount that any party (an "Indemnifying Party") Party is or may be required to pay provide indemnification to or on behalf of any other Person (an "Indemnitee") Indemnitee pursuant to this Section 1.2, 1.3 or 1.4, as applicable, 7.2 shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossLoss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (ix) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iiy) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable lossLoss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds). ii. The amount that any Indemnifying Party is or may be required to provide indemnification to or on behalf of any Indemnitee pursuant to Section 7.2 shall be (x) increased to take account of any net Tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (y) reduced to take account of any net Tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to this Section 7.2(d) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have “actually realized” a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the Indemnitee’s liability for Taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary. Notwithstanding any other provision of this Agreement, to the extent permitted by applicable law, the Parties agree that any indemnity payment made hereunder shall be treated as a capital contribution by SAP America to Qualtrics or dividend distribution by Qualtrics to SAP America, as the case may be, immediately prior to the IPO Date and, accordingly, not includible in the taxable income of the recipient or deductible by the payor.

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnitee pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article V shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossIndemnifiable Losses. The existence of a claim by an Indemnitee for monies from an insurer insurance or against a third party in respect of any indemnifiable loss Indemnifiable Loss shall not, however, delay or reduce any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the such amount so determined to be due and owing by it and, if, and to the extent that, there exists a claim against any third party (other than an assignment by insurer) in respect of such Indemnifiable Loss, the Indemnitee shall assign such claim against such third party to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third partyParty. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Indemnifiable Losses and later receives Insurance Proceeds shall subsequently actually receive insurance proceeds or other amounts in respect of such indemnifiable lossIndemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds or other amounts insurance proceeds in trust for the benefit of the such Indemnifying Party (or Indemnifying Parties) and shall pay to the such Indemnifying Party, as promptly as practicable after receipt, Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts actually received, up to the aggregate amount of any payments received from the such Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Indemnifiable Losses.

Reductions for Insurance Proceeds and Other Recoveries. The amount that either Eaton or Axcelis Technologies or any party member of either the Eatox Xxxup or the Axcelis Technologies Group (an "Indemnifying Party") is or may be required to pay to or on behalf of the other or any member of the other Person Group (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts hereafter actually recovered from third parties Persons by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party Person in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third partyPerson. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party Person shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, Party its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance ProceedsProceeds or other amounts received).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party hereto or any other member of the Cadence Group or Tality Group, as the case may be (an "Indemnifying PartyINDEMNIFYING PARTY") ), is or may be required to pay to any other Person pursuant to Section 2.2, 2.3 or 2.4, as applicable (an "IndemniteeINDEMNITEE") pursuant to Section 1.2, 1.3 or 1.4, as applicable), shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions provision of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Parties and shall pay to the Indemnifying Partyit or them, as promptly as practicable after receiptreceipt thereof, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).Indemnify-

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnified Party pursuant to Section 1.2, 1.3 or 1.4, as applicablethis Article IX, shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party in respect of the related loss. The Damages underlying the claim for which the Indemnified Party is seeking indemnification; provided that nothing in this Section 9.5 obligates an Indemnified Party to seek recovery of any such insurance proceeds or other amounts; provided further that, except as expressly provided in this Section 9.5, the existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any indemnifiable loss Damages shall not, however, not delay or otherwise alter any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather or other obligation of the Indemnifying Party shall make payment in full of the amount determined with respect to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third partythose Damages under this Article IX. Notwithstanding the foregoing or any other provisions provision of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Damages and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossDamages, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds insurance proceeds or other amounts (in each case, net of any amounts expended or costs incurred by the Indemnifying Party in obtaining such insurance proceeds or other amounts) in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds net insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Damages (or, if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, Party its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceedsnet insurance proceeds or other amounts).

Reductions for Insurance Proceeds and Other Recoveries. The amount of Losses that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnified Party pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article X shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party, in respect of the related lossLosses, less any reasonable expenses incurred by the Indemnified Party to obtain such insurance or other proceeds and less any increase in premiums for insurance related to such Loss (“Recoverable Proceeds”). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any indemnifiable loss Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds the insurance proceeds or against such third party, and thereafter, the Indemnified Party shall refund all Recoverable Proceeds to the Indemnifying Party promptly upon receipt. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (ia) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iib) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Losses and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds insurance proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Losses (or, if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance Proceedsinsurance proceeds)).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnitee") pursuant to Section indemnification provided in SECTIONS 1.2, 1.3 or 1.4, as applicable, and 1.4 shall be reduced (retroactively or prospectively) not apply to amounts recovered by an Indemnitee from any Insurance Proceeds or other amounts actually recovered from third parties party and/or insurance policy by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") is or may be required to pay to any other Person (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds). Notwithstanding the other provisions of this Section 1.5, neither party shall be required to make a claim against its insurers for any indemnifiable event under this Agreement.

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party hereto or any other member of the Cadence Group or Tality Group, as the case may be (an "Indemnifying Party") ), is or may be required to pay to any other Person pursuant to Section 2.2, 2.3 or 2.4, as applicable (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable), shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions provision of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) Parties and shall pay to the Indemnifying Partyit or them, as promptly as practicable after receiptreceipt thereof, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount ------------------------------------------------------ that any party Party (an "Indemnifying Party") ), is or may be required to pay to any ------------------ other Person (an "Indemnitee") pursuant to Section 1.2Sections 8.01, 1.3 8.02, 8.03, 8.04 or 1.4---------- 8.05, as applicable, shall be reduced (retroactively or prospectively) by the amount of any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such the Indemnitee in respect of the related lossIndemnifiable Loss. The existence of a claim by an the Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein in this Master Separation Agreement or any Ancillary Agreement and otherwise determined to be due and owing by an the Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it as provided in Section 8.07(f) against an assignment by the Indemnitee to the Indemnifying Party of the entire claim (or, if there is more than one Indemnifying Party, then the Indemnitee shall assign each such Indemnifying Party its proportionate share based on payments received from the Indemnifying Parties of such claim of the Indemnitee for Insurance Proceeds or against such third party). Notwithstanding any other provisions of this Master Separation Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an the Indemnitee has received the a payment required by this Master Separation Agreement from an the Indemnifying Party in respect of any indemnifiable loss Indemnifiable Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable lossIndemnifiable Loss, then such the Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Master Separation Agreement in respect of such indemnifiable loss Indemnifiable Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance ProceedsProceeds or other amounts received).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") Party is or may be required to pay provide indemnification to or on behalf of any other Person (an "Indemnitee") Indemnitee pursuant to this Section 1.2, 1.3 or 1.4, as applicable, 7.2 shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossLoss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (ix) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iiy) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable lossLoss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. (a) The amount that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnified Party pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article IX shall be reduced (retroactively or prospectively) to the extent of any insurance proceeds actually received by any Insurance Proceeds such Indemnified Party (net of deductibles or other amounts actually recovered from third parties by or on behalf of such Indemnitee similar costs) in respect of the related losssuch claim. The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any indemnifiable loss Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds the insurance proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Losses and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds insurance proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Losses (or, if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, Party its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance Proceedsinsurance proceeds)). (b) Any calculation of Losses for purposes of this Article IX shall be reduced to take account of any net Tax benefit actually realized by the Indemnified Party as a result of any such Losses in the taxable year in which the indemnity payment is made in respect of the relevant claim. Any payment hereunder shall initially be made without regard to this Section 9.07(b) and shall be reduced to reflect any such net Tax benefit only after the Indemnified Party has actually realized such benefit. For purposes of this Agreement, the Indemnified Party shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such time as, the amount of Taxes required to be paid by the Indemnified Party is reduced below the amount of Taxes that it would have been required to pay but for deductibility of such Losses (treating any Tax items attributable to such Losses as the last items claimed for any taxable period). The amount of any reduction hereunder shall be adjusted to reflect any final determination with respect to the Indemnified Party’s liability for Taxes.

Reductions for Insurance Proceeds and Other Recoveries. (a) The amount of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated net of any insurance proceeds (net of direct collection expenses) actually received by the Indemnified Party on account of such Loss. Each Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies that such Person reasonably believes cover any party (an "Indemnifying Party") is or may be required Loss to pay the same extent as they would if such Loss were not subject to any other Person (an "Indemnitee") pursuant to Section 1.2, 1.3 or 1.4, as applicable, indemnification hereunder. Any Losses shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds, proceeds of subrogation and any indemnity, contribution or other amounts actually recovered similar payment from third parties by or on behalf actually recovered (net of such Indemnitee in respect of the related lossdirect collection expenses). The existence of a claim for monies by an Indemnitee for monies from Indemnified Party against an insurer or against a other third party in respect of any indemnifiable loss Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Partyunder this Article VIII. Rather In such event, the Indemnifying Party shall make payment in full to the applicable Indemnified Party of the amount determined to be due and owing by it under this Article VIII against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds insurance proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties intend that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions of this Article VIII or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment payments required by this Agreement Article VIII from an Indemnifying Party in respect of any indemnifiable loss Losses and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossLosses, then such Indemnitee the Indemnified Party shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall as promptly as practicable pay to the Indemnifying Party, as promptly as practicable after receipt, Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts received, net of any costs incurred in connection with such insurance or other third-party recoveries, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement Article VIII in respect of such indemnifiable loss Losses (or, or if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, Party its proportionate share (share, based on the payments received from the Indemnifying Parties) Party, of such Insurance Proceedsinsurance or other proceeds). (b) All indemnity payments made pursuant to this Article VIII shall be treated for all Tax purposes as adjustments to the consideration paid with respect to the Shares.

Reductions for Insurance Proceeds and Other Recoveries. The amount of Losses that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnified Party pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article IX shall be reduced (retroactively or prospectively) by any Insurance Proceeds (a) insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party, in respect of the related lossLosses, less any reasonable expenses incurred by the Indemnified Party to obtain such insurance or other proceeds and less any increase in premiums for insurance related to such Loss and (b) Tax benefits actually received by any Indemnified Party arising from the deductibility of any such Losses net of any Tax costs actually suffered by such party as a result of the receipt of any payments pursuant to this Article IX (collectively, “Recoverable Proceeds”). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any indemnifiable loss Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds the insurance proceeds or against such third party, and thereafter, the Indemnified Party shall refund all Recoverable Proceeds to the Indemnifying Party promptly upon receipt. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (ia) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iib) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Losses and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds insurance proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Losses (or, if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance Proceedsinsurance proceeds)).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnitee pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article IV shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossIndemnifiable Losses (net of retrospective premium adjustments, experience-based premium adjustments or other costs to the Indemnifying Party). Notwithstanding the foregoing, it is understood and agreed that the possibility that insurance proceeds may be realized by the Indemnifying Party shall not delay payment or indemnification of such Indemnifiable Losses by Indemnifying Party. All Indemnifiable Losses shall be paid or reimbursed promptly upon determination; the Indemnifying Party shall reimburse the other party in the amount of any insurance proceeds received on account of the facts and circumstances resulting in such Indemnifiable Losses. The Indemnifying Party shall act in good faith to pursue insurance proceeds relating to the Indemnifiable Losses. The existence of a claim by an Indemnitee for monies from an insurer insurance or against a third party in respect of any indemnifiable loss Indemnifiable Loss shall not, however, delay or reduce any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the such amount so determined to be due and owing by it and, if, and to the extent that, there exists a claim against any third party (other than an assignment by insurer) in respect of such Indemnifiable Loss, the Indemnitee shall assign such claim against such third party to the Indemnifying Party of the entire or shall otherwise diligently pursue such claim of the Indemnitee for Insurance Proceeds or against such third partyits insurer. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, provisions or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has shall have received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Indemnifiable Losses and later receives Insurance Proceeds shall subsequently actually receive insurance proceeds or other amounts in respect of such indemnifiable lossIndemnifiable Losses, then such Indemnitee shall hold such Insurance Proceeds or other amounts insurance proceeds in trust for the benefit of the such Indemnifying Party (or Indemnifying Parties) and shall pay to the such Indemnifying Party, as promptly as practicable after receipt, Party a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts actually received, up to the aggregate amount of any payments received from the such Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds)Indemnifiable Losses.

Reductions for Insurance Proceeds and Other Recoveries. The amount of Losses that any party (an "Indemnifying Party") Party is or may be required to pay to any other Person (an "Indemnitee") Indemnified Party pursuant to Section 1.2, 1.3 or 1.4, as applicable, this Article IX shall be reduced (retroactively or prospectively) by any Insurance Proceeds insurance proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee Indemnified Party, in respect of the related lossLosses, less any reasonable expenses incurred by the Indemnified Party to obtain such insurance or other proceeds and less any increase in premiums for insurance related to such Loss (“Recoverable Proceeds”). The existence of a claim by an Indemnitee Indemnified Party for monies from an insurer or against a third party in respect of any indemnifiable loss Losses shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee Indemnified Party to the Indemnifying Party of the entire claim of the Indemnitee Indemnified Party for Insurance Proceeds the insurance proceeds or against such third party, and thereafter, the Indemnified Party shall refund all Recoverable Proceeds to the Indemnifying Party promptly upon receipt. Notwithstanding any other provisions of this Agreement, it is the intention of the parties Parties that no insurer or any other third party shall be (ia) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (iib) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee Indemnified Party has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Losses and later receives Insurance Proceeds insurance proceeds or other amounts in respect of such indemnifiable lossLosses, then such Indemnitee Indemnified Party shall hold such Insurance Proceeds insurance proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds insurance proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Losses (or, if there is more than one Indemnifying Party, the Indemnitee Indemnified Party shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) Parties of such Insurance Proceedsinsurance proceeds)).

Reductions for Insurance Proceeds and Other Recoveries. (a) INSURANCE PROCEEDS. The amount that any party (an "Indemnifying Party") Party is or may be required to pay provide indemnification to or on behalf of any other Person (an "Indemnitee") Indemnitee pursuant to Section Sections 1.2, 1.3 or 1.4, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered from third parties by or on behalf of such Indemnitee in respect of the related lossLoss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather Rather, the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss Loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable lossLoss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss Loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance Proceeds).

Reductions for Insurance Proceeds and Other Recoveries. The amount that any party (an "“Indemnifying Party"”) is or may be required to pay to or on behalf of any other Person (an "Indemnitee") indemnified pursuant to Section 1.2, 1.3 or 1.4, as applicableapplicable (each, an “Indemnitee”), shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered received from third parties by or on behalf of such Indemnitee in respect of the related loss. The existence of a claim by an Indemnitee for monies from an insurer or against a third party in respect of any indemnifiable loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Rather the Indemnifying Party shall make payment in full of the amount determined to be due and owing by it against an assignment by the Indemnitee to the Indemnifying Party of the entire claim of the Indemnitee for Insurance Proceeds or against such third party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee has received the payment required by this Agreement from an Indemnifying Party in respect of any indemnifiable loss and later receives Insurance Proceeds or other amounts in respect of such indemnifiable loss, then such Indemnitee shall hold such Insurance Proceeds or other amounts in trust for the benefit of the Indemnifying Party (or Indemnifying Parties) and shall pay to the Indemnifying Party, as promptly as practicable after receipt, a sum equal to the amount of such Insurance Proceeds or other amounts received, up to the aggregate amount of any payments received from the Indemnifying Party pursuant to this Agreement in respect of such indemnifiable loss (or, if there is more than one Indemnifying Party, the Indemnitee shall pay each Indemnifying Party, Party its proportionate share (based on payments received from the Indemnifying Parties) of such Insurance ProceedsProceeds or other amounts received).