Fill and Sign the 4425 Miscellaneousinternal Revenue Service Form

§ 10.11 Dollar Exposure of the Indemnity: Tax and Insurance Considerations Page 286 Insurance. (a) Indemnity Net of Insurance Payments. The amount of Indemnifiable Losses for which indemnification is provided under this Article is net of any amounts actually recovered by an Indemnitee from third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to the Indemnifiable Losses. (b) Subrogation of Indemnitor. An Indemnitor is subrogated to the rights of an Indemnitee upon the Indemnitor’s payment in full of the amount of the relevant Indemnifiable Loss. (c) No Subrogation of Any Insurer. An insurer who is otherwise obligated to pay a claim is not relieved of the responsibility with respect to the claim and has no subrogation rights with respect to the claim, in either instance, solely by virtue of the indemnification provisions of this Article. (d) Indemnitee’s Obligation to Refund Excess Payment. If any Indemnitee recovers an amount from a third party in respect of an Indemnifiable Loss for which indemnification is provided in this Agreement and (i) an Indemnitor has previously paid the full amount of the Indemnifiable Loss, or (ii) an Indemnitor has made a partial payment of the Indemnifiable Loss and the aggregate amount of that partial payment, plus the amount of the payment received from the third party exceeds the remaining unpaid balance of the Indemnifiable Loss, then the Indemnitee shall promptly remit to the Indemnitor the excess (if any) of (A) the sum of (1) the amount that Indemnitor previously paid in respect of the Indemnifiable Loss, plus (2) the amount received from the third party in respect of the Loss, minus (B) the full amount of the Indemnifiable Loss.