Common use of Third Party Proceeds Clause in Contracts

Third Party Proceeds. Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss and (ii) net of any proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of (i) the Indemnity Payment received over (ii) the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds (with such Insurance Proceeds or Third Party Proceeds reduced by the present value, based on the applicable Party’s then cost of short-term borrowing, of any related future premium increases known at such time) had been received before the Indemnity Payment was made.