Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an third-party insurance and indemnity proceeds that are actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages in excess right of indemnification, net of the difference between the value costs of what recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Loss, or any portion thereof, for which of the indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up payment made). Any indemnification payment made pursuant to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) reduced by the amount of Losses any net Tax benefit actually realized by the Indemnified Party through a reduction in respect Taxes otherwise due as a result of the damages incurred or suffered by the Indemnified Party, calculated by computing the amount of Taxes of the Indemnified Party before and after inclusion of any Tax deductions attributable to such damages (treating such Tax deductions as the last items claimed). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, to the same extent as it would if such Loss were not subject to indemnification hereunder. For the avoidance of doubt, except with respect to the second sentence of Section 3.6, any inaccuracy in or breach of any provision in Article III and Article IV and any Losses incurred as a representation or warranty, including any deemed breach resulting from the application of clause (A), result thereof shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, other similar qualification contained in each case, instead will be read as and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses contained in this Article X. Upon making any adverse effect or change) or similar language set forth in such representation or warranty, except payment to the Indemnified Party for the reference any indemnification claim pursuant to material in Section 3.08(a)(i), Section 3.10(a)this Article X, the second Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third sentences of Section 3.10(b)parties with respect to the subject matter underlying such indemnification claim, Section 3.14(a) and Section 3.23(a), which the Indemnified Party shall not be read out for assign any such purposerights to the Indemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds, after deducting the transaction contemplated by this Agreement and the value amount of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant any Covered Losses suffered by the Indemnifying Party for which breach that were not satisfied by the Indemnified Party is seeking applicable indemnification and (C) any Losses payment, shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Loss to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article XIX, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation or warranty is actually inaccurate or breached or would payment, to any rights which the Indemnified Party may have been inaccurate or breached if against any third parties with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount of Losses in respect of Indemnified Party shall assign any breach of a representation or warranty, including any deemed breach resulting from such rights to the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net reduced by the amount of any Eligible Insurance Proceedsthird-party insurance, (iii) in no event shall an Indemnifying Party indemnity, contribution, reimbursement or similar proceeds that have any liability to an been actually recovered by the Indemnified Party for: or its Affiliates with respect to such Loss (it being agreed that if such proceeds in respect of such Loss are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the excess (if any) of (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (Bi) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant amount paid by the Indemnifying Party for which breach in respect of such Losses plus (ii) the amount received by the Indemnified Party is seeking indemnification and (C) any Losses to in respect thereof, less the extent out-of-pocket expenses incurred in connection with a party’s assertionwith, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or and the collection cost of any amounts payable to premium increases as a party hereto under this Agreementresult of, unless such Losses are finally determined to be indemnifiablerecoveries, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and over (B) the full amount of the Losses shall be promptly remitted to the Indemnifying Party), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance, indemnity, contribution, reimbursement or similar provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Except for any rights or claims which the Indemnified Party may have against the insurer of the R&W Insurance Policy, upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article VII, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use reasonable best efforts to recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the ClosingAgreement: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated reduced by any Tax benefit actually recognized by the Indemnified Party as the result of the Loss giving rise to the indemnification obligation and which results in an actual reduction of cash Taxes paid by the Indemnified Party in the taxable year of the Loss giving rise to the obligation or any of the subsequent five (5) taxable years (determined in each of such taxable years on a “with and without basis” by comparing the Indemnified Parties’ liability for Taxes in such year with and without taking into account such Loss and the Tax consequences of any reduction in the Buyer’s Tax basis in the Shares resulting from the indemnification payment (“Share Basis Reduction”)); provided, however, that if (A) such Tax benefit is recognized after an After-indemnification payment is made (but within such five (5) taxable year period), the relevant Indemnified Party will pay within fifteen (15) days of so recognizing such Tax Basisbenefit to the relevant Indemnifying Party an amount equal to such reduction in cash Taxes paid, and (B) if any Tax cost is incurred by an Indemnified Party after the indemnification payment is made (but within such five (5) taxable year period on account of the indemnification payment (including, without limitation, the Tax effect of any Share Basis Reduction resulting therefrom)), the relevant Indemnifying Party will pay within fifteen (15) days of the Indemnified Party recognizing such Tax cost to the relevant Indemnified Party an amount equal to such cost (which amount shall in no event exceed in the aggregate the amount of the related Tax benefit which resulted in a reduction of an indemnification obligation or payment by the relevant Indemnified Party to the relevant Indemnifying Party pursuant to this Section 12.07(a)), (ii) all Losses shall be net of any Eligible Insurance Proceedsamounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (including the recovery or reimbursement of payments from a Taxing Authority), (iii) in all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Financial Statements, (iv) no representation or warranty of Seller or Parent shall be deemed untrue or incorrect as a consequence of the existence of any fact, circumstance or event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties that is disclosed in connection with a Third Party Claimanother representation or warranty contained in this Agreement, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (Cv) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnified Party, on the one hand, and Parent shall not be liable for any Losses to the extent that such Losses suffered by any Seller Indemnified Party, on the other hand, (A) result from any act or omission by such Buyer Indemnified Party or Seller Indemnified Party, as applicable, (B) result from the failure of such Buyer Indemnified Party or Seller Indemnified Party, as applicable, to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of Final Working Capital, (D) result from the operation of Company, Company Subsidiary or the Business, in the case of a Buyer Indemnified Party, or any event or occurrence, after the Closing, (E) result from the operation of Company, Company Subsidiary or the Business, in the case of a Seller Indemnified Party, or any event or occurrence, prior to the Closing, or (F) are caused by or result from any action (1) that Seller or Parent is required, permitted or requested to take pursuant Section 6.01 (including pursuant to the consent of Buyer or Seller, as applicable) or (2) that Seller or Parent having sought Buyer’s or Seller’s consent, as applicable, pursuant to Section 6.01, did not take as a result of Buyer or Seller, as applicable, having unreasonably withheld, conditioned or delayed the requested consent. With respect to clause (i) of this Section 12.07(a), the Indemnified Party shall first use commercially reasonable efforts to collect any amounts under such indemnification agreements, insurance policies or other sources of reimbursement to the same extent as they would if such Loss were not subject to indemnification hereunder or otherwise; provided that, (x) in accordance with and subject to the terms of this Article XII, the Indemnified Party may submit a claim for indemnification prior to or simultaneously with satisfying such commercially reasonable efforts to collect such amounts prior to being indemnified with respect to such Losses, and (y) recovery for any such claims from the Indemnifying Party shall be permitted in accordance with and subject to the terms of this Article XII in the event that an insurance, indemnity, reimbursement or similar recovery is not actually and fully realized, to the extent of such Losses, by the Indemnified Party within one hundred twenty (120) days of the date of such claim by the Indemnified Party in accordance with and subject to the terms of this Article XII; and provided, further, that the diligence findings, opinions or disposition of any insurance company with respect to any claim for indemnification, the determination of such insurance company regarding whether to deny or pay any claim in whole or in part, and all communications between such insurance company and any Indemnified Party, shall not be binding on the Parties, any Buyer Indemnified Party or any Seller Indemnified Party or have any force or effect with respect to any claim for indemnification hereunder. If an Indemnified Party receives any such insurance proceeds or indemnity, reimbursement or similar payments after being indemnified hereunder with respect to some or all of such Losses, the Indemnified Party shall pay to the Indemnifying Party the lesser of (I) the amount of such insurance proceeds or indemnity, reimbursement or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or such recovery and (II) the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall aggregate amount paid by the Parent have any liability or obligation Indemnifying Party to any Acquiror Indemnified Party with respect to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeLosses.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, In any case where an Indemnified Party recovers from a third person any amount in respect of a matter for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall which an Indemnifying Party have any liability has previously indemnified it pursuant to an this Article 8, the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits shall promptly pay over to the extent constituting damages Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any amount previously paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification in respect of such claim and (Cii) any Losses amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts recovered, the Indemnifying Party shall be subrogated to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other such payment to the rights under this Agreement or of the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party against any person (other than an Indemnified Party) with respect to the extent that subject matter of such claim. Any Indemnified Party shall assign or otherwise reasonably cooperate with the Indemnifying Party to pursue any Lossclaims against, or otherwise recover amounts from, any portion thereof, person liable or responsible for any Damages for which indemnification is sought hereunder is reserved for in has been received pursuant to this Agreement. The obligations of the Reference Balance Sheet (but such limitation shall only apply up Seller to the amount so reserved) indemnify and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of hold harmless any Purchaser Indemnitees under this Article X8 shall terminate when the applicable representation, (A) a breach of a representation warranty or warranty covenant terminates pursuant to Section 8.4. No Purchaser Indemnitee shall be deemed have the right to exist either if assert any claim for indemnification against the Seller unless such representation or warranty is actually inaccurate or breached or would have claim has been inaccurate or breached if such representation or warranty had not contained any qualification as made with reasonable specificity pursuant to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for Section 8.3 within the reference to material time periods provided in Section 3.08(a)(i)8.4. The obligations of the Purchaser to indemnify and hold harmless any Seller Indemnitees under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 3.10(a), 8.4. No Seller Indemnitee shall have the second and third sentences of right to assert any claim for indemnification against the Purchaser unless such claim has been made with reasonable specificity pursuant to Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) 8.3 within the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material time periods provided in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose8.4.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Losses shall be reduced by the amount of any Transaction Agreement third-party insurance or any other document executed or delivered reimbursement proceeds that have been recovered by the Indemnified Party in connection with the Closing: facts giving rise to the right of indemnification (i) solely it being agreed that if such proceeds in the case respect of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages facts are recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Losssuch reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), or any portion thereofand the Indemnified Party shall use, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such limitation shall only apply up Losses to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article XVII, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation payment, to any rights or warranty is actually inaccurate or breached or would claims which the Indemnified Party may have been inaccurate or breached if against any third parties with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount of Losses Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XXI, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, third-party insurance and indemnity proceeds (iiiother than the proceeds of the R&W Policy) in no event shall an Indemnifying Party have any liability to an that are actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if such third-party insurance or indemnification proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that of the indemnification payment made), in each case net of any Loss, costs incurred to recover such amounts or any portion thereofincrease in premiums resulting from such claim. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XI (excluding, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation avoidance of doubt, any recovery by Purchaser from the R&W Policy), the Indemnifying Party shall only apply up be subrogated, to the amount so reserved) extent of such payment, to any and (v) notwithstanding anything contained in this Agreement all rights that the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any and all such rights to the Indemnifying Party. Notwithstanding any other provision to the contrary, for purposes of this Article X, (A) determining whether there has been a breach or inaccuracy of a any representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materialitywarranty, or Acquiror Material Adverse Effect the amount of any Loss related to any such breach or Company Material Adverse Effect (whichinaccuracy, in each case, instead will be read as any adverse effect or changeunder Section 11.2(a)(i) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a11.3(a)(i), the second representations and third sentences warranties set forth in this Agreement and in any certificate furnished pursuant to this Agreement shall be considered without giving effect to any materiality limitation or qualification (including the terms “material” or “Material Adverse Effect”) (other than references to “material” or “Material Adverse Effect” (x) solely with respect to the standard that must be met to create an obligation to include items in a list set forth in a Company Disclosure Schedule or Purchaser Disclosure Schedule or (y) contained within the definition of “Permitted Lien”); provided, that this sentence shall not apply to (i) the phrase “in all material respects” set forth in Section 3.10(b), Section 3.14(a3.5(a) and Section 3.23(a), which 3.5(b) and (ii) the representations and warranties set forth in the last sentence of Section 3.6. The right to indemnification shall not be read out for such purpose, and (B) affected by any investigation or audit conducted prior to or after Closing or the amount knowledge of Losses in respect any party of any breach of a representation representation, warranty or warrantycovenant by any other party at any time. Each Party shall have the right, including irrespective of any deemed breach resulting from knowledge or investigation, to rely fully on the application representations, warranties and covenants of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, the other Parties in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for this Agreement and the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeAncillary Agreements.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be reduced by the amount of any third-party insurance or self-insurance (including under any R&W Insurance Policy), representation and warranty or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all third-party insurance (including under any R&W Insurance Policy), representation and warranty and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement or rights which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by shall assign any such rights to the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeParty.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and ARTICLE X of this Article X, any Transaction Agreement or any other document certificate executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation Deductible Losses shall be calculated on an After-Tax Basis, ; (ii) all Losses shall be net of any Eligible Insurance Proceeds, ; (iii) in no event shall an Indemnifying Party the Parent have any liability or obligation to an any Acquiror Indemnified Party for: (A) any punitive pursuant to this ARTICLE X with respect to the inaccuracy or special damages other than punitive breach of a representation or special damages recovered warranty made by third parties the Parent pursuant to this Agreement to the extent that Losses resulting from or in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to such inaccuracy or breach have been recovered by the extent constituting damages Acquiror in excess connection with the calculation of the difference between Final Actual Closing Solvency Capital; (iv) the value of what Indemnifying Party shall be liable to the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a partythe Indemnified Party’s successful assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto Party under this Agreement; (v) solely with respect to claims that are not Third Party Claims, unless such the Indemnified Party shall be liable to the Indemnifying Party for any Losses are finally determined to be indemnifiable, the extent incurred in connection with the Indemnifying Party’s successful defense of any claim by the Indemnified Party for indemnification or other rights under this Agreement; (ivvi) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reflected or reserved for in the Reference Balance Sheet (but such limitation shall only apply up to Final Actual Closing Solvency Capital Worksheet and taken into account in the amount so reserved) calculation of the Final Actual Closing Solvency Capital; and (vvii) notwithstanding anything contained in this Agreement to the contrary, for purposes of ARTICLE VII and this Article ARTICLE X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an third-party insurance and indemnity proceeds that are actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that of the indemnification payment made). Upon making any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up payment to the amount so reserved) Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any and (v) notwithstanding anything contained in this Agreement all rights that the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any and all such rights to the Indemnifying Party. Notwithstanding any other provision to the contrary, for purposes of this Article X, (A) determining whether there has been a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect inaccuracy of any breach of a representation or warranty, including or the amount of any deemed Loss related to any such breach resulting from the application of clause (Aor inaccuracy, under Section 10.2(a)(i) or Section 10.3(a)(i), the representations and warranties set forth in this Agreement and in any certificate furnished pursuant to this Agreement shall be determined considered without regard giving effect to any materiality limitation or qualification as to materiality, (including the terms “material” or Acquiror “Material Adverse Effect Effect”) (other than references to “material” or Company “Material Adverse Effect Effect” (which, x) solely with respect to the standard that must be met to create an obligation to include items in each case, instead will be read as any adverse effect or change) or similar language a list set forth in such representation a Disclosure Schedule or warranty(y) contained within the definitions of “Permitted Lien” and “Environmental Permit”); provided, except for that this sentence shall not apply to the reference to material representations and warranties set forth in Section 3.08(a)(i3.5(a), Section 3.10(a3.5(b), the second and third sentences last sentence of Section 3.10(b3.6 or Section 3.14(a)(ii), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Seller, the Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and XI of this Article XAgreement, any Transaction Ancillary Agreement or any other document certificate executed or delivered in connection with the Closing: (i) solely in the case of any indemnification except with respect to UG Asia, each such obligation amounts required to be paid under the Special Asset Protection Agreement all Losses shall be calculated on an Afterafter-Tax Basistax basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party the Seller have any liability or obligation to an any Acquiror Indemnified Party for: (A) any punitive pursuant to this Article XI with respect to the inaccuracy or special damages other than punitive breach of a representation or special damages recovered warranty made by third parties the Parent or the Seller pursuant to this Agreement to the extent that Losses resulting from or in connection with such inaccuracy or breach have been recovered by the Acquiror in connection with the computation of the Total Closing Date Adjustment pursuant to Section 2.08 or the Post-Closing Adjustment pursuant to Section 2.09 (either as a Third Party Claimreduction of the amount otherwise payable by the Acquiror to the Seller or as an increase in the amount otherwise payable by the Seller to the Acquiror), (Biv) any damages solely attributable the Indemnifying Party shall be liable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a partythe Indemnified Party’s successful assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such (v) the Indemnified Party shall be liable to the Indemnifying Party for any Losses are finally determined to be indemnifiablethe extent incurred in connection with the Indemnifying Party’s successful defense of any claim by the Indemnified Party for indemnification or other rights under this Agreement; (vi) except with respect to the matters described in clauses (iii), (ivv) and (vi) of Section 11.02(a), in no event shall the Parent Seller have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reflected or reserved for in the Reference Balance Sheet (but such limitation shall only apply up to or if less, the amount so reservedspecifically reserved for in the Final Closing Balance Sheet) and (vvii) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article XXI, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or 190 Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case amount of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of (a) any Eligible Insurance Proceedsthird-party insurance or indemnity, contribution or similar proceeds that have been recovered (iiinet of any costs incurred to recover such proceeds) by the Indemnified Party in no event connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder, and (b) any net Tax benefit actually realized by an Indemnified Party or any Affiliate thereof with respect to the Covered Losses giving rise to such claim for indemnification. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter with respect to which an Indemnifying Party have has indemnified it pursuant to this Agreement (other than, for the avoidance of doubt, any liability to an such case addressed by Sections 6.5(d) and 6.5(e)), such Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits shall promptly pay over to the extent constituting damages Indemnifying Party the amount so recovered (after deducting therefrom the full amount of the expenses incurred by it in procuring such recovery), but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any amount previously so paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution respect of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposematter, and (Bii) any amount expended by the amount Indemnifying Party in pursuing or defending any claim arising out of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposematter.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss, and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such proceeds would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement rights or claims which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty shall assign any such rights or covenant by claims to the Indemnifying Party for which breach the Indemnified Party or, where such assignment is seeking indemnification and (C) any Losses not permitted, use commercially reasonable efforts to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article ARTICLE X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, ; (iiiii) in no event shall an Indemnifying Party have any liability to an Indemnified Party (other than in connection with Section 10.03(a)(iii)) for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Third-Party Claim, (BC) any Losses to the extent not the probable and reasonably foreseeable result of any breach by the Indemnifying Party of a representation and warranty or covenant contained in this Agreement (provided that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), (D) any damages solely attributable to diminution of value or lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (CE) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, ; and (iviii) in no event shall the Parent have any liability or obligation to for any Acquiror Indemnified Losses due from a Third-Party to the extent that any Loss, GP (or any portion thereof, for which indemnification is sought hereunder is reserved for in guarantor of the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach obligations of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(iThird-Party GP), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII Section 7.14 and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be reduced by (A) any insurance or other proceeds actually received by the Indemnified Party from any third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Eligible Insurance Third-Party Proceeds”) and (B) the amount of any Tax benefit, over the amount of any Tax detriment (iii“Net Tax Benefit”) actually realized by the Indemnified Party (or by its direct or indirect holders, in the case of an entity treated as a partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages Losses other than punitive or special damages Losses recovered by third parties in connection with a Third Third-Party Claim, (BC) any damages solely attributable to lost profits indirect or consequential Losses to the extent constituting damages in excess not the direct and reasonably foreseeable result of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no any breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and of a representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with any claim or dispute among the parties hereto as to whether a party’s assertionTransferor Indemnified Party, enforcementon the one hand, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any an Acquiror Indemnified Party Party, on the other hand, is entitled to indemnification under Section 7.14 or this Article X for any particular Loss or Losses or to specific enforcement under Section 11.13 except to the extent that any Lossan Indemnified Party prevails with respect to a direct claim (for the avoidance of doubt, or any portion thereof, for which indemnification is sought hereunder is reserved for the limitations in the Reference Balance Sheet this subsection (but such limitation E) shall only not apply up with respect to costs and expenses relating to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contraryinvestigation, for purposes of this Article Xassertion, (A) a breach of a representation dispute, enforcement, defense or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses resolution in respect of any breach of a representation or warrantyThird-Party Claim, including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses in respect of any deemed breach resulting from Third-Party Claim, which costs and expenses shall be subject to the application provisions of clause (A)Section 10.4. No multiplier or similar concept shall be applied for the purposes of calculating Losses. In the event that an Indemnified Party actually realizes a Net Tax Benefit with respect to a Loss subsequent to being indemnified for such Loss by an Indemnifying Party, such Indemnified Party shall, as promptly as practicable, reimburse such Indemnifying Party for the amount of such Net Tax Benefit, to the extent such amount of Net Tax Benefit exceeds, at such time, the amount of any outstanding indemnification claims pursuant to Article X or Section 7.14. In connection with the determination of the amount of any pending or finally determined indemnification claim pursuant to Article X or Section 7.14, the amount of any Net Tax Benefit actually realized by any Indemnified Party at the time of such determination over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, shall be taken into account in the determination of the amount of such pending or finally determined without regard indemnification claim. To the extent that any Net Tax Benefit is actually realized following a forfeiture of Securities pursuant to any limitation Section 10.7, and prior to the time that Class G Interests and Class H Interests can no longer convert to Class E Units, then such forfeited Securities shall, as promptly as practicable, be restored to Holding or qualification the applicable Holder, as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (whichapplicable, in an amount equal to the amount of such Net Tax Benefit actually realized over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, divided by the Market Price as of the date of such restoration (with such restored Securities allocated among Holding and each caseHolder in the same proportions, instead will be read and as any adverse effect or change) or similar language set forth in such representation or warrantythe same class of Securities, except for as the reference to material in Section 3.08(a)(iapplicable forfeiture), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (Ai) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claimthird-party, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant other insurance and indemnity proceeds actually received by the Indemnified Party in connection with the facts giving rise to the right of indemnification, less the amount of out-of-pocket costs incurred to collect such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds less the amount of out-of-pocket costs incurred to collect such proceeds shall be promptly remitted to the Indemnifying Party); and (ii) any Tax Benefit to the Indemnified Party or its Affiliates arising directly from such Loss that is actually realized with respect to the taxable year to which such Loss relates or any of the three (3) succeeding taxable years (the “Benefit Taxable Years”) (net of any out-of-pocket expenses incurred by the Indemnified Party or its Affiliates in the Benefit Taxable Years with respect to such Tax Benefit and Taxes with respect to such Tax Benefit actually paid by the Indemnified Party or its Affiliates with respect to the Benefit Taxable Years, it being agreed and understood that the only loss of deductions resulting from the loss of basis resulting from the receipt of the indemnity payment that shall be taken into account in calculating such Taxes shall be a loss of deductions for the Benefit Taxable Years resulting from a loss of Tax basis as a direct result of the receipt of the indemnity payment). The Indemnified Party shall, or shall cause its relevant Affiliates to, claim, to the extent legally able to claim, any Tax -91- Benefit arising directly from the relevant Loss (a) to which the Indemnifying Party for is entitled, or (b) which breach would reduce a Loss, under this Section 10.6. Any Tax Benefit described in clause (ii) above that is actually realized with respect to the Benefit Taxable Years after the relevant indemnification payment has been made, or otherwise not taken into account in the relevant indemnification payment, shall be paid over by the Indemnified Party is seeking indemnification or its Affiliates within fifteen (15) days of actual realization (for the absence of doubt, without duplication, net of the amounts set forth in the parenthetical set forth in clause (ii) above). The Indemnified Party shall use, and (C) any Losses cause its Affiliates to use, reasonable best efforts to seek prompt and full recovery under all insurance and indemnity provisions covering such Loss to the same extent incurred in connection with as it would if such Loss were not subject to indemnification hereunder. Except as set forth herein, from and after the Closing Date, no member of the Supervalu Group shall have any right of contribution or indemnification against any of the Save-A-Lot Entities for any amounts paid to any Purchaser Indemnified Party as a party’s assertionresult of any claim for indemnification under this Article X or any claim under this Article X arising from or relating to a breach by Supervalu or any of the Save-A-Lot Entities or their respective Subsidiaries of any representations, enforcementwarranties, dispute or resolution of its indemnification covenants or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything agreements contained in this Agreement or in the Services Agreement. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to Article VII or this Article X, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation payment, to any rights which the Indemnified Party may have against any third parties (other than customers or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for store licensees of the reference to material in Section 3.08(a)(i), Section 3.10(a)Business, the second Purchaser or any of its Subsidiaries, including the Save-A-Lot Entities) with respect to the subject matter underlying such indemnification claim, and third sentences the Indemnified Party shall assign any such rights to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect such claim on behalf of the Indemnifying Party. For purposes of this Section 3.10(b), Section 3.14(a) 10.6 and Section 3.23(a)10.7, which “Indemnified Party” shall not include any Party entitled to be read out indemnified under Article VII, and “Indemnifying Party” shall include any Party liable for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party third-party insurance and indemnity proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification, less the amount of out-of-pocket costs incurred to obtain such proceeds (it being agreed that if third-party insurance or indemnification proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds, less the Indemnified Party is seeking indemnification and (C) any Losses amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made), or any portion thereofand the Indemnified Party shall use, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance policies and indemnity provisions covering such limitation shall only apply up Loss to the amount so reserved) same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article 10, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and (v) notwithstanding anything the Indemnified Party shall assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Entities for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement arising from or relating to a breach by Sellers or, prior to the Closing, any of the Transferred Entities of any representations, warranties, covenants or other agreements contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeAncillary Agreement.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the ClosingTransaction Document: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party third-party insurance proceeds that have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification proceeds in respect of such Losses are recovered by the Indemnified Party Claimsubsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, (B) any damages solely attributable such proceeds shall be promptly remitted to lost profits the Indemnifying Party to the extent constituting damages in excess of the difference between the value of what indemnification payment made), and the Indemnified Party received shall use its good faith efforts to seek full recovery under all insurance provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder; provided that, the amount deemed to be recovered under insurance policies will be net of the deductible for such policies as well as any increase in the transaction contemplated by this Agreement premium (and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party retro-premium adjustments) for which breach the Indemnified Party is seeking indemnification and (C) any Losses such policies to the extent incurred arising out of or in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, Losses; and (ivii) in no event shall the Parent Indemnifying Party have any liability or obligation to any Acquiror the Indemnified Party to the extent that for any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, Losses computed on (A) a multiple of earnings, book value or similar basis or (B) diminution in value, lost profits or consequential (except to the extent such diminution in value, lost profits or consequential damages are the reasonably foreseeable result of the applicable breach of a representation giving rise thereto), special, speculative, incidental, indirect or warranty shall be deemed to exist either if such representation punitive damages or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (whichsimilar items, in each case, instead will be read as any adverse effect or change) or similar language, except for to the reference to material extent such Losses are payable by the applicable Indemnified Party in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of connection with a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeThird-Party Claim.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been recovered or are recoverable by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties its Affiliates in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by its Affiliates subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Loss, or any portion thereof, for which of the indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(ipayment made), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which indemnification shall not be read out for such purposeavailable hereunder unless the Indemnified Party first uses, and (B) causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the amount of Losses in respect of same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any breach of a representation or warrantypayment to the Indemnified Party for any indemnification claim pursuant to this Article IX, including any deemed breach resulting from the application of clause (A), Indemnifying Party shall be determined without regard subrogated, to the extent of such payment, to any limitation or qualification as rights which the Indemnified Party may have against any third parties with respect to materialitythe subject matter underlying such indemnification claim, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, and the Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeseeking recovery thereunder.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be increased to take into account any Tax costs actually incurred by the Indemnified Party or its Affiliates in connection with the incurrence the receipt of the indemnity payment (to the extent such Taxes are (x) not already covered in the computation of the Losses and (y) payable in respect of the taxable year in which such Losses are incurred or either of the two succeeding taxable years) but shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Losses in the taxable year in which such Losses are incurred or either of the two succeeding taxable years and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Subsidiaries to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement rights or claims which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty shall assign any such rights or covenant by claims to the Indemnifying Party for which breach the Indemnified Party or, where such assignment is seeking indemnification and (C) any Losses not permitted, use commercially reasonable efforts to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. With respect to Losses for which indemnification is provided under this Article VIII, (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation Loss shall be calculated on an After-Tax Basis, (iib) all Losses shall be net of any Eligible Insurance Proceedsthird-party insurance proceeds that have been or are subsequently recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (and if subsequently recovered shall be promptly delivered to the Indemnifying Party), and (iiic) in no event shall an the Indemnifying Party have any liability to an the Indemnified Party for: for any consequential, special, incidental, indirect, or punitive damages, lost revenue, profits or income, diminution in value of securities, loss of business reputation, or opportunity or similar items (A) any punitive except, in each case, to the extent awarded or special damages other than punitive or special damages recovered by third parties assessed against the Indemnified Party in connection with a Third Party ClaimClaim pursuant to a final and non-appealable Governmental Order or award of an arbitrator, (B) arbitration panel, or similar adjudicative body). In any damages solely attributable case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party has indemnified it pursuant to lost profits this Article VIII, the Indemnified Party shall promptly pay over to the extent constituting damages Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any amount previously paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification in respect of such claim and (Cii) any Losses amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. The obligations of the Selling Unit Holder Indemnifying Parties to indemnify and hold harmless any Purchaser Indemnified Party under this Article VIII, to the extent incurred in connection applicable, shall terminate as of the Cut-Off Date of the representation, warranty or covenant pursuant to Section 8.1; provided, however, that such obligations to indemnify and hold harmless shall not terminate with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation respect to any Acquiror item as to which any Purchaser Indemnified Party shall have, before such Cut-Off Date, previously made a claim by delivering a Claim Notice with respect to such claim pursuant to Section 8.5 to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeSelling Unit Holders.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Covered Losses shall be (a) net of any Transaction Agreement or any other document executed or delivered Tax benefits actually realized in the two year period immediately following the Closing Date by the Indemnified Party in connection with the Closing: incurrence of such Covered Loss and (ib) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Loss, or any portion thereof, for which of the indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (whichpayment made), in each case, instead will be read as net of any adverse effect deductible thereunder and the out-of-pocket costs incurred in connection with obtaining such recovery. For purposes of determining the existence of any inaccuracy in, or changebreach of, any representation or warranty (other than Section 3.7(a) (Absence of Changes or similar language, except for the reference to material in Section 3.08(a)(iEvents), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) calculating the amount of Covered Losses incurred in respect of connection with any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materialitysuch inaccuracy in, or Acquiror Material Adverse Effect or Company Material Adverse Effect (whichbreach of, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, all such representations and warranties shall be treated as if the words “materially,” “in all material respects,” “Industrial Wood Material Adverse Effect,” “Purchaser Material Adverse Effect” or similar words were omitted from such representations and warranties, except for with respect to any representation or warranty that requires Seller to affirmatively list on the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeSeller Disclosure Schedules “material” items.

Additional Indemnification Provisions. (a) The Parent AIG, AHAC and the Acquiror TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article XVIII, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (BC) any Losses to the extent not the probable and reasonably foreseeable result of any breach by the Indemnifying Party of a representation and warranty or covenant contained in this Agreement (provided that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third Party Claim), (D) any damages solely attributable to diminution of value or lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (CE) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Losses shall be (a) net of any Transaction Agreement or any other document executed or delivered Tax benefits actually realized by the Indemnified Party in connection with the Closing: incurrence of such Loss and (ib) solely in the case net of any third-party insurance or indemnity, contribution or similar proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article VI, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in shall assign any such rights to the transaction contemplated by Indemnifying Party. For purposes of this Agreement Section 6.06, a Tax benefit shall be deemed to have been actually realized if, and to the value extent, the hypothetical Tax liability, if any, of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach (or any affiliated, combined, consolidated or unitary group of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (Ca member) for any Losses taxable year, calculated without taking into account any Tax items attributable to the extent incurred in connection with a party’s assertionLoss, enforcementexceeds the actual Tax liability, dispute or resolution if any, of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, (or any portion thereofaffiliated, for combined, consolidated or unitary group of which indemnification the Indemnified Party is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserveda member) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposetaxable year, and (B) the amount of Losses in respect of calculated by taking into account any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard Tax items attributable to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeLoss.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, the amount of Covered Losses shall calculated net of any Transaction Agreement third-party insurance or any other document executed indemnity, contribution or delivered similar proceeds that have been recovered by the Indemnified Party in connection with the Closing: facts giving rise to the right of indemnification (i) solely it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the case Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each and the Indemnified Party shall assign any such obligation rights to the Indemnifying Party. The amount of Covered Losses shall be calculated on an After-without any adjustment for Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability benefits to an the Indemnified Party. If a payment for a Covered Loss has been made pursuant to this Article IX and the Indemnified Party for: actually receives (Aincluding through a reduction in Taxes otherwise paid or required to be paid) a net Tax benefit (calculated on a “with and without” basis and taking into account the intended Tax treatment of indemnification payments under this Agreement in accordance with Section 9.9, any punitive or special damages other than punitive or special damages recovered by third parties reduction in Tax attributes of the Indemnified Party, including depreciable and/or amortizable Tax basis and any costs and out of pocket expenses incurred in connection with a Third Party Claim, (Bthe realization and receipt of such Tax benefit) any damages solely attributable to lost profits with respect to the extent constituting damages corresponding Covered Loss in excess of the difference between Tax year in which the value of what Covered Loss is suffered or the next succeeding Tax year, the Indemnified Party received in shall pay to the transaction contemplated by this Agreement and the value of what Indemnifying Party an amount equal to such net Tax benefit actually received; provided, that the Indemnified Party should have received shall not be obligated, in any event, to pay to the transaction contemplated by Indemnifying Party more than the Agreement if there had been no breach amount of the representation and warranty or covenant corresponding payment made by the Indemnifying Party for which breach to the Indemnified Party is seeking indemnification and (C) any Losses with respect to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any applicable Covered Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Losses shall be reduced by (a) any Transaction Agreement cash Tax benefits actually realized by the Indemnified Party or any other document executed or delivered its Affiliates in connection with the Closing: incurrence of such Loss and (ib) solely in the case amount of any indemnification with respect to UG Asiathird-party insurance, each such obligation shall be calculated on an After-Tax Basisindemnity, (ii) all Losses shall be net of any Eligible Insurance Proceedscontribution, (iii) in no event shall an Indemnifying Party reimbursement or similar proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties its Affiliates in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if such proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Losssuch reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance, indemnity, contribution, reimbursement or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Losses to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article XVII, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation payment, to any rights or warranty is actually inaccurate or breached or would claims which the Indemnified Party may have been inaccurate or breached if against any third parties with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount of Losses Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agreeIn any case where an Indemnitee recovers from a third Person not Affiliated with such Indemnitee, for themselves and on behalf including any third party insurer, any amount in respect of their respective Affiliates and Representatives, that with respect any Loss paid by an Indemnitor pursuant to each indemnification obligation set forth in Article VII and this Article X, such Indemnitee shall promptly pay over to the Indemnitor the amount so recovered (net of any out-of-pocket expenses incurred by such Indemnitee in procuring such recovery, which expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnitor to or on behalf of the Indemnitee in respect of such claim and (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any portion of Losses to be paid by the Indemnitor pursuant to this Article X would reasonably be expected to be recoverable from a third Person not Affiliated with the relevant Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnitor, then the Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnitor and, upon the request of the Indemnitor, shall use commercially reasonable efforts to collect the maximum amount recoverable from such third Person, in which event the Indemnitor shall reimburse the Indemnitee for all reasonable costs and expenses incurred in connection with such collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such third Person). If any portion of Losses actually paid by the Indemnitor pursuant to this Article X could have been recovered from a third Person not Affiliated with the relevant Indemnitee based on the underlying claim or demand asserted against such Indemnitee, then the Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such third Person as are necessary to permit the Indemnitor to recover from such third Person any amount actually paid by the Indemnitor pursuant to this Article X. (c) Neither Ceding Company nor the Reinsurer shall have any right to set off any unresolved indemnification claim pursuant to this Article X against any payment due pursuant to any other Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference agreement between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeParties.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement rights or claims which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty shall assign any such rights or covenant by claims to the Indemnifying Party for which breach the Indemnified Party or, where such assignment is seeking indemnification and (C) any Losses not permitted, use commercially reasonable efforts to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been recovered or are recoverable by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties its Affiliates in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by its Affiliates subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification and (C) any Losses payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Covered Loss to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article X, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation or warranty is actually inaccurate or breached or would payment, to any rights which the Indemnified Party may have been inaccurate or breached if against any third parties with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount of Losses Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeseeking recovery thereunder.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of (i) any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party third-party insurance and indemnity proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third the facts giving rise to the right of indemnification, less the amount of out-of-pocket costs incurred to obtain such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party Claimsubsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, (B) any damages solely attributable such proceeds, less the amount of out-of-pocket costs incurred to lost profits obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent constituting damages in excess of the difference between indemnification payment made), and (ii) any Net Tax Benefits. The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity provisions covering such Loss to the value of what same extent as it would if such Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party received in for any indemnification claim pursuant to this Article X, the transaction contemplated by this Agreement and Indemnifying Party shall be subrogated, to the value extent of what such payment, to any rights which the Indemnified Party should may have received in under any third-party insurance policies with respect to the transaction contemplated by the Agreement if there had been no breach of the representation subject matter underlying such indemnification claim, and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses shall, to the extent incurred in connection with permitted under such insurance policies, assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Companies or their respective Subsidiaries for any amounts paid to any Purchaser Indemnified Party as a party’s assertion, enforcement, dispute or resolution result of its any claim for indemnification or other rights under this Agreement or any claim arising from or relating to a breach by Parent, Sellers or, prior to the collection Closing, any of the Transferred Companies or their respective Subsidiaries of any amounts payable to a party hereto under this Agreementrepresentations, unless such Losses are finally determined to be indemnifiablewarranties, (iv) in no event shall the Parent have any liability covenants or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything other agreements contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained in any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeAncillary Agreement.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be (x) net of any (a) Tax benefits actually realized (within one (1) Tax year of the incurrence of such Loss) by the Indemnified Party in respect of a deduction for such Loss and (b) third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of any expenses incurred to recover such amounts and any resulting increase in premiums) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder and (y) increased by any Tax costs of the Indemnified Party resulting from such Loss or the indemnification of such Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement or rights which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third party insurers with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by shall assign any such rights to the Indemnifying Party for which breach upon the Indemnified Party is seeking indemnification and (C) any Losses to written request of the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent Seller and the Acquiror agree, Purchaser agree for themselves and on behalf of their respective Affiliates and Representativesthat, that with respect to each indemnification obligation set forth contained in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: transactions contemplated hereby, (ia) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an Afterafter reduction for any Post-Closing Date Tax Basis, Benefit that arises in connection with the payment of the Loss or otherwise with respect to the underlying claims giving rise to such Loss and (iib) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive third-party insurance recoverable by or special damages other than punitive for the benefit of the indemnified party from its own or special damages recovered by third parties its Affiliates' insurance policies in connection with the facts giving rise to the right of indemnification. If a Third Party Claimpayment is made by the Seller in accordance with this Article IX, (B) any damages solely attributable and if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized, then the Purchaser promptly shall pay to lost profits the Seller, at the time of such realization, the amount of such Post-Closing Date Tax Benefit to the extent constituting damages that such amount would have resulted in excess a reduction in the indemnification obligations of the difference between Seller under this Article IX if the value of what the Indemnified Party received Post-Closing Date Tax Benefit had been obtained in the transaction contemplated taxable year that the Seller made such indemnification payment; provided that if any such Post-Closing Date Tax Benefit is subsequently disallowed, Purchaser shall notify Seller of such disallowance and Seller shall promptly pay to Purchaser the amount by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated which Seller's indemnity payment to Purchaser was reduced by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertionsuch Post-Closing Date Tax Benefit, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable amount paid by Purchaser to a party hereto Seller under this Agreementthe immediately preceding sentence, unless such Losses are finally determined to be indemnifiable, (iv) in as the case may be. In no event shall the Parent Seller or the Purchaser be liable for consequential damages under this Agreement. Notwithstanding anything to the contrary herein, the Seller shall have any liability or no obligation to indemnify Purchaser with respect to any Acquiror Indemnified Party matter that was subject to a dispute with respect to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Closing Balance Sheet (under Section 2.08 but such limitation shall only apply up did not result in an adjustment to the amount so reserved) and (v) notwithstanding anything contained in this Agreement Purchase Price pursuant to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.2.08. The

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, In any case where an Indemnified Party recovers from a third person any amount in respect of a matter for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall which an Indemnifying Party have any liability has previously indemnified it pursuant to an this Article 8, the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits shall promptly pay over to the extent constituting damages Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any amount previously paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification in respect of such claim and (Cii) any Losses amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any such amounts recovered, the Indemnifying Party shall be subrogated to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other such payment to the rights under this Agreement or of the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party against any person (other than an Indemnified Party) with respect to the extent that subject matter of such claim. Any Indemnified Party shall assign or otherwise reasonably cooperate with the Indemnifying Party to pursue any Lossclaims against, or otherwise recover amounts from, any portion thereof, person liable or responsible for any Damages for which indemnification is sought hereunder is reserved has been received pursuant to this Agreement. The obligations of the Seller to indemnify and hold harmless any Purchaser Indemnitees with respect to any representation, warranty or covenant under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Purchaser Indemnitee shall have the right to assert any claim for indemnification against the Seller unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in the Reference Balance Sheet (but such limitation shall only apply up preceding sentence. The obligations of the Purchaser to the amount so reserved) indemnify and (v) notwithstanding anything contained in this Agreement hold harmless any Seller Indemnitees with respect to the contraryany representation, for purposes of warranty or covenant under this Article X8 shall terminate when the applicable representation, (A) a breach of a representation warranty or warranty covenant terminates pursuant to Section 8.4. No Seller Indemnitee shall be deemed have the right to exist either if assert any claim for indemnification against the Purchaser unless such representation or warranty is actually inaccurate or breached or would have claim has been inaccurate or breached if such representation or warranty had not contained any qualification as made with reasonable specificity pursuant to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, Section 8.3 within the time periods provided in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposepreceding sentence.

Additional Indemnification Provisions. (a) The Parent and the Acquiror parties hereto agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing, following the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (BC) any damages Losses to the extent not the probable and reasonably foreseeable result of any breach by the Indemnifying Party of a representation and warranty or covenant or agreement contained in this Agreement (provided that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third Party Claim), (D) any Losses solely attributable to diminution of value or lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant or agreement by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (CE) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, ; and (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, as applicable, for which indemnification or liability is sought hereunder is reserved for reflected in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, or taken into account for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material adjustments in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation 2.04 or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose2.05.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of (i) any Eligible Insurance ProceedsTax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the Purchased Entity or its Subsidiaries (iiiexcluding, for the avoidance of doubt, any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by the direct or indirect owners of the Purchased Entity) with respect to the taxable period in no event which such Covered Loss arises, any prior taxable period, or any of the six succeeding taxable periods, which amount shall an Indemnifying Party be measured on a “with and without” basis and (ii) any third-party insurance proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties its Affiliates in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by its Affiliates subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of associated fees, costs and (Cexpenses actually incurred in collecting such proceeds) any Losses shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that of the indemnification payment made), and an Indemnified Party shall use reasonable best efforts to recover from such third party insurance, but indemnification shall be available hereunder regardless of whether an Indemnified Party recovers under such insurance in respect of such Covered Loss. Upon making any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up payment to the amount so reserved) and (v) notwithstanding anything contained in this Agreement Indemnified Party for any indemnification claim pursuant to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation or warranty is actually inaccurate or breached or would payment, to any rights which the Indemnified Party may have been inaccurate or breached if against any insurance carrier with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount of Losses Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeseeking recovery thereunder.

Additional Indemnification Provisions. (a) The Parent Seller and the Acquiror agree, agree for themselves and on behalf of their respective Affiliates and Representatives, Representatives that with respect to each indemnification obligation set forth in Article VII and this Article XAgreement, any Transaction Agreement or any other document document, instrument or certificate executed or delivered in connection with the Closing: Closing (ia) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (iib) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party third-party insurance proceeds which have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claimthe facts giving rise to the right of indemnification, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (ivc) in no event shall the Parent indemnifying party have liability to the Indemnified Party for any consequential damages or punitive damages, other than any such damages actually awarded and paid to an unaffiliated Person in connection with Third-Party Claims; provided that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Indemnified Party shall be entitled to recover damages for lost profits (whether or not such lost profits damages constitute consequential damages and including lost profits damages used by a trier of fact to determine diminution in value, but specifically excluding any damages calculated as a multiple of lost profits or lost revenue) if such damages constitute actual damages awarded by a court of competent jurisdiction applying applicable Law in any Action seeking indemnification under this Agreement, and (d) in no event shall the Seller have any liability or obligation to any Acquiror Indemnified Party Person to the extent that any Loss, or any portion thereof, as applicable, for which indemnification is sought hereunder is specifically reflected or reserved for in the Reference Most Recent Balance Sheet (but or taken into account in the calculation of the final Total Adjusted Capital. In any case where an Indemnified Party actually recovers from a third Person any amount in respect of a matter for which an indemnifying party has indemnified it pursuant to this Article VIII, such limitation Indemnified Party shall only apply up promptly pay over to the indemnifying party the amount so reservedrecovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the 52 indemnifying party to or on behalf of the Indemnified Party in respect of such claim and (vii) notwithstanding any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Notwithstanding anything contained to the contrary in this Agreement to the contraryAgreement, for purposes of this Article X, (A) a breach of a representation determining the existence or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of for which any Indemnified Party may be entitled to indemnification under this Article VIII for any breach of a representation or warranty, each such representation or warranty shall be deemed to have been made without any qualifications or limitations as to materiality (including any deemed breach resulting from the application of clause (A), shall be determined without regard qualifications or limitations made by reference to a Material Adverse Effect) other than any such limitation or qualification as to materialitycontained in Section 3.25 (Absence of Certain Changes), or Acquiror Material Adverse Effect that is inherent in the methods, procedures and practices that constitute GAAP or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except SAP for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences purposes of Section 3.10(b3.06 (Financial Information; Absence of Liabilities), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent Sellers and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the amount of any Losses that are subject to an indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closingsuch Losses: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be reduced by any insurance or other proceeds actually received in cash by the Indemnified Party from any non-Affiliated third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Eligible Insurance Third-Party Proceeds”), (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: not include (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits Losses to the extent constituting damages not the reasonably foreseeable result of any failure of any representation or warranty of an Indemnifying Party to be true and correct or a failure by an Indemnifying Party to perform or comply with any of its covenants or agreements contained in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified (provided that this clause (B) shall not apply to any Losses that are recovered by third parties in connection with a Third Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification Claim) and (C) without limiting Section 10.07(e), any Losses costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with any claim or dispute among the parties hereto as to whether a party’s Seller Indemnified Party, on the one hand, or an Acquiror Indemnified Party, on the other hand, is entitled to indemnification under this Article X for any particular Loss or Losses or to specific performance under Section 11.12 (for the avoidance of doubt, the limitations in this clause (C) shall not apply with respect to costs and expenses relating to the investigation, assertion, dispute, enforcement, dispute defense or resolution of its indemnification any Third Party Claim, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses incurred in connection with or other rights under this Agreement or the collection in resolution of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, Third Party Claim); and (iv) in no event shall the Parent have be reduced by any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is amount specifically reflected and reserved for in such Loss on the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contraryFinancial Statements as of March 31, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose2014.

Additional Indemnification Provisions. (a) The Parent AIG, AHAC and the Acquiror TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article XVIII, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (BC) any Losses to the extent not the probable and reasonably foreseeable result of any breach by the Indemnifying Party of a representation and warranty or covenant contained in this Agreement (provided that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third Party Claim), (D) any damages solely attributable to diminution of value or lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (CE) any Losses to the extent incurred in connection with a party’s 's assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be (a) reduced by any cash Tax benefits (whether in the form of a reduction in Taxes payable, a cash Tax refund or a credit in lieu of a Tax refund), determined on a “with and without” basis, actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss in the taxable year of such Loss or the following six (6) taxable years and (b) reduced by the amount of any third-party insurance or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such cash Tax benefit or proceeds in respect of such facts is received or are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of such cash Tax benefit or proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations), and the Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and other indemnity and reimbursement provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement rights or claims which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty shall assign any such rights or covenant by claims to the Indemnifying Party for which breach the Indemnified Party or, where such assignment is seeking indemnification and (C) any Losses not permitted, use commercially reasonable efforts to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses recover in respect of any breach such rights or claims against the third parties on behalf of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent Each of Seller and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, Buyer agree that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the ClosingVI: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, and (iiiii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) for any punitive punitive, unforeseeable consequential, or special damages other than punitive or special damages recovered by payable to third parties in connection with a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article VI shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party recovers any Eligible Insurance Proceeds in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article VI, (B) any damages solely attributable to lost profits such Indemnified Party shall promptly pay over to the extent constituting damages Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any 43 amount previously paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of such claim and (ii) any breach amount expended by the Indemnifying Party in pursuing or defending any claim arising out of a representation such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party shall be covered, in whole or warrantyin part, by third party insurance coverage (including the insurance policies maintained for the benefit of Seller prior to the Closing), then any deemed breach resulting from such insurance proceeds actually received by the application Indemnified Party, net of clause (A)costs reasonably incurred by the Indemnified Party in seeking such collection, shall be determined without regard considered “Eligible Insurance Proceeds”, it being understood that such Indemnified Party shall use its reasonable efforts to make any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in insurance claim. Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose6.9.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: All Losses shall be (i) solely in the case net of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, Benefit and (ii) all Losses shall be net of any Eligible Insurance Proceeds, . (iiib) in no event shall an Indemnifying Party have In any liability to case where an Indemnified Party for: (A) recovers from a third Person any punitive or special damages other than punitive or special damages recovered amount with respect to any Loss paid by third parties in connection with a Third the Indemnifying Party Claimpursuant to this Article III, (B) any damages solely attributable to lost profits such Indemnified Party shall promptly pay over to the extent constituting damages Indemnifying Party the amount so recovered (after deducting therefrom the amount of reasonable costs incurred by it in procuring such recovery, which costs shall not exceed the amount so recovered), but not in excess of the difference between the value sum of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant (i) any amount previously paid by the Indemnifying Party for which breach to or on behalf of the Indemnified Party is seeking indemnification with respect to such claim and (Cii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss. (c) If any portion of Losses to be paid by the extent Indemnifying Party pursuant to this Article III could be recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use commercially reasonable efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with a party’s assertion, enforcement, dispute or resolution such collection (which costs and expenses of collection shall not exceed the amount recoverable from such Third Party); provided that the Indemnifying Party shall have no obligation to litigate against such Third Party to recover any portion of its indemnification or other rights under Losses. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Agreement or Article III could have been recovered from a Third Party not affiliated with the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent that transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any Loss, or amount actually paid by the Indemnifying Party pursuant to this Article III. (d) If any portion thereofof Losses to be paid by the Indemnifying Party pursuant to this Article III may be covered, for which indemnification is sought hereunder is reserved for in whole or in part, by third-party insurance coverage, the Reference Balance Sheet (but such limitation Indemnified Party shall only apply up promptly give written notice thereof to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.Indemnifying Party. The

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar cash proceeds that have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties its Affiliates in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages in excess right of the difference between the value indemnification, net of what reasonable, documented and out-of-pocket costs incurred by the Indemnified Party received in seeking such collection or indemnity and any increase in premiums as a result of the transaction contemplated associated claims (it being agreed that if third-party insurance or indemnification, contribution or similar cash proceeds in respect of such facts are recovered by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by its Affiliates subsequent to the Indemnifying Party for which breach Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such cash proceeds (net of reasonable, documented and out-of-pocket costs incurred by the Indemnified Party is in seeking indemnification such collection or indemnity and (Cany increase in premiums as a result of the associated claims) any Losses shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that of the indemnification payment made). The Indemnified Party shall use, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up Covered Loss indemnifiable under this ‎Article X to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Covered Loss were not subject to indemnification hereunder, and, to the contraryextent any such Covered Loss may be recoverable any under any such agreements or rights, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out permitted to make a claim for such purpose, and (B) the amount of Losses indemnification hereunder in respect of any breach of a representation or warranty, including any deemed breach resulting from Covered Loss unless and to the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for extent recovery has been so sought and not obtained; provided that the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which Indemnified Party shall not be read out required to seek to recover indemnity from any commercial partner where the Indemnified Party reasonably determines doing so would be detrimental to a commercial relationship. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this ‎Article X, the Indemnifying Party shall be subrogated, to the extent of such purposepayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (a) The Parent and To the Acquiror agreeextent an Indemnity Loss gives rise to an Indemnity Claim by a Company Indemnified Person (i) under more than one provision of this Agreement (including, for themselves example, multiple representations, warranties or covenants), such Company Indemnified Person may seek recovery under any or all such provisions and on behalf clauses, and (ii) under one or more provisions of their respective Affiliates this Agreement, such Company Indemnified Person shall be entitled to bring such Indemnity Claim under this Agreement notwithstanding that the Indemnity Loss may or may not also give rise to a Claim under another Transaction Document; provided that in the case of (i) and Representatives(ii), that with respect notwithstanding anything to each indemnification obligation set forth the contrary herein or in Article VII and this Article Xany other Transaction Document, any Transaction Indemnity Loss under this Agreement shall be determined without duplication of recovery for the same Loss by reason of the state of facts giving rise to such Indemnity Loss constituting a breach of more than one representation, warranty, covenant or agreement of this Agreement or any other document executed or delivered in connection with the Closing: Transaction Document. (ib) solely in the case of The amount for which any indemnification Indemnifying Person shall be liable with respect to UG Asia, each such obligation any Indemnity Loss incurred by any Company Indemnified Person shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party reduced to the extent that such Company Indemnified Person shall theretofore have actually realized any Lossproceeds (net of any costs or expenses expended by such Company Indemnified Person in seeking such proceeds, including the present value of any increases in insurance premiums) recovered from Third Parties (including insurers) with respect to such Indemnity Loss or any portion thereofof the events, for conditions, facts or circumstances resulting in such Indemnity Loss. (c) In any case where a Company Indemnified Person or any of its Affiliates recovers from Third Parties any payments in respect of a matter with respect to which indemnification is sought hereunder is reserved for in an Indemnifying Person has indemnified and paid it pursuant to this Article VIII such Company Indemnified Person will promptly pay over to the Reference Balance Sheet (but such limitation shall only apply up to Indemnifying Person the amount so reserved) and recovered, received or accrued (v) notwithstanding anything contained in this Agreement net of any reasonable costs to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed such Company Indemnified Person to exist either if obtain such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(irecovery), Section 3.10(a), but not in excess of any amount previously so paid by the second and third sentences Indemnifying Person to or on behalf of Section 3.10(b), Section 3.14(athe Company Indemnified Person in respect of such matter. (d) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses If any Person is required to withhold or deduct any Taxes from or in respect of any breach of a representation amount payable pursuant to this Article VIII, the amount payable by such Person shall be increased as may be necessary so that after withholding or warrantydeducting all Taxes, including any deemed breach resulting from the application of clause (A), shall be determined without regard withholdings or deductions applicable to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in additional amount payable under this Section 3.08(a)(i), Section 3.10(a8.6(d), the second and third sentences recipient of any such payment receives a net amount equal to the amount it would have been entitled to receive it no such Taxes had been withheld or deducted. (e) All amounts owed by an Indemnifying Person under this Article VIII shall be paid promptly (but in any event within five Business Days from the date of determination of such amounts owed) by the Indemnifying Person through wire transfer of immediately available funds to the account designated in writing by the Company Indemnified Person entitled to such payment. Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.8.7

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Losses shall be reduced by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (including any increased premiums). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement or rights which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each and the Indemnified Party shall assign any such obligation shall be calculated on an After-Tax Basisrights to the Indemnifying Party. Notwithstanding any other provision of this Agreement, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable be entitled to lost profits indemnification pursuant to this Article X to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses were attributable to the extent incurred in connection with a partysuch Indemnified Party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeown fraud.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Covered Losses shall be decreased by (a) any Transaction Agreement net Tax Benefit actually realized by the Indemnified Party or any other document executed or delivered its Affiliates in connection with the Closing: (i) solely in the case incurrence of any indemnification with respect to UG Asiasuch Covered Loss, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an costs reasonably incurred by the Indemnified Party for: in connection therewith and (Ab) any punitive third-party insurance or special damages other than punitive indemnity, contribution or special damages similar proceeds that have been actually recovered by third parties the Indemnified Party in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages in excess right of the difference between the value indemnification, net of what costs reasonably incurred by the Indemnified Party received in seeking such collection or indemnity and any increase in premiums as a result of the transaction contemplated associated claims (it being agreed that if any such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by Party, subsequent to the Indemnifying Party for which breach Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the Indemnified Party is seeking indemnification and (C) amount of any Losses such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Covered Loss to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either same extent as it would if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had Covered Loss were not contained any qualification as subject to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language indemnification hereunder; provided that nothing set forth in this Section 9.6 shall require any Indemnified Party to pursue any claim under any such representation or warranty, except insurance policy prior to pursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for the reference any indemnification claim pursuant to material in Section 3.08(a)(i), Section 3.10(a)this Article IX, the second Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which the Indemnified Party shall not be read out for assign any such purposerights to the Indemnifying Party to such extent.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Covered Losses shall be (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates in the taxable year in which such Covered Loss is paid or accrued or in the two succeeding years (it being agreed that if any such Tax benefit is realized after the relevant indemnification payment is made (such that such indemnification payment was not reduced by the amount of such Tax benefit), the Indemnified Party shall pay to the Indemnifying Party the amount of the such Tax benefit no later than fifteen (15) days after such Tax benefit is actually realized) and (b) net of any third-party insurance or indemnity, contribution or similar proceeds that have actually been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made) and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any Transaction Agreement or rights which the Indemnified Party may have against any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification third parties with respect to UG Asiathe subject matter underlying such indemnification claim, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what and the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by shall assign any such rights to the Indemnifying Party for which breach and otherwise cooperate with the Indemnified Indemnifying Party is in seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposerecovery thereunder.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party Claimsubsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, (B) any damages solely attributable such proceeds shall be promptly remitted to lost profits the Indemnifying Party to the extent constituting damages in excess of the difference between the value indemnification payment made (net of what the Indemnified Party received in the transaction contemplated by this Agreement applicable deductibles, limitations, co-payments, retro-premium obligations and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation premium increases attributable thereto, and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification all reasonable and (C) any Losses to the extent documented out-of-pocket fees, costs and expenses incurred in connection with a party’s assertionthe collection of any such proceeds)), enforcementand the Indemnified Party shall use, dispute and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or resolution similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third-party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or the Business with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party upon the written request of the Indemnifying Party. (b) Neither Purchaser Indemnified Parties nor Seller Indemnified Parties shall be entitled to recover for the same Covered Loss more than once under this Article IX or other rights otherwise under this Agreement or the collection any Transaction Document even if a claim for indemnification or otherwise in respect of any amounts payable to such Covered Loss has been made as a party hereto under this Agreementresult of a breach of more than one covenant, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability agreement or obligation to any Acquiror Indemnified Party to the extent that any Loss, representation or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything warranty contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Transaction Document. Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose9.7.

Additional Indemnification Provisions. (a) The Parent and In any case where an Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by an Indemnitor pursuant to this Article XI, such Indemnitee shall promptly pay over to the Acquiror agreeIndemnitor the amount so recovered (net of any out-of-pocket expenses incurred by such Indemnitee in procuring such recovery, for themselves and which expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnitor to or on behalf of their respective Affiliates the Indemnitee in respect of such claim and Representatives, that with respect (ii) any amount expended by the Indemnitor in pursuing or defending any claim arising out of such matter. (b) If any portion of Losses to each indemnification obligation set forth in Article VII and be paid by the Indemnitor pursuant to this Article XXI would reasonably be expected to be recoverable from a third Person not Affiliated with the relevant Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnitor, then the Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnitor and, upon the request of the Indemnitor, shall use commercially reasonable efforts to collect the maximum amount recoverable from such third Person, in which event the Indemnitor shall reimburse the Indemnitee for all reasonable costs and expenses incurred in connection with such collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such third Person). If any portion of Losses actually paid by the Indemnitor pursuant to this Article XI could have been recovered from a third Person not Affiliated with the relevant Indemnitee based on the underlying claim or demand asserted against such Indemnitee, then the Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such third Person as are necessary to permit the Indemnitor to recover from such third Person any amount actually paid by the Indemnitor pursuant to this Article XI. (c) Neither the Recipient nor the Administrator shall have any right to set off any unresolved indemnification claim pursuant to this Article XI against any payment due pursuant to any other Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference agreement between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Parties. Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.11.4

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII this Agreement, all Covered Losses and this Article X, Excluded Taxes shall be (a) reduced by any Transaction Agreement Tax benefits actually realized by the Indemnified Party or any other document executed or delivered its Affiliates in connection with the Closing: incurrence of such Covered Loss or Tax and (ib) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable (iii) in no event shall an Indemnifying Party have net of any liability to an Indemnified Party for: (A) any punitive Taxes or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent expenses incurred in connection with a partysuch recovery) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s assertion, enforcement, dispute or resolution making of an indemnification payment in satisfaction of its applicable indemnification or other rights under this Agreement or obligation, such proceeds shall be promptly remitted to the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made), and indemnification shall not be available hereunder unless the Indemnified Party first uses, and causes its Affiliates to use, reasonable best efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereofsimilar provisions covering such Covered Loss or Tax to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Without limiting the foregoing, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet event that (but such limitation shall only apply up i) the Indemnifying Party elects to estimate and prepay to the amount so reserved) Indemnified Party a Covered Loss or Excluded Tax upon receipt of notification from the Indemnified Party of an Indemnified Tax Proceeding, Third Party Claim or other indemnification claim, and (vii) notwithstanding anything contained such estimated prepaid amounts are subsequently determined, subject to and in this Agreement to accordance with the contrary, for purposes terms of this Article X, (A) a breach to be in excess of a representation the actual amount of the Covered Loss or warranty Excluded Tax, the Indemnified Party shall promptly remit to the Indemnifying Party such excess amount. As an exception to the foregoing and for the avoidance of doubt, neither the Purchaser nor any of its Affiliates shall be deemed obliged to exist either if first seek recovery under the Seller’s insurance policies pursuant to the terms of Section 5.8 before seeking indemnification from the Seller or its Affiliates under this Agreement or any of the other Transaction Documents. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such representation payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. Xxxxxxxxx agrees that the R&W Insurance Policy will expressly exclude any right of subrogation against Seller and its Affiliates, except in case of Fraud. No Indemnified Party shall be entitled to recover more than once in respect of the same Covered Loss, and for the avoidance of doubt, no indemnification shall be owed to any Indemnified Party pursuant to this Article X for any Covered Losses the extent that such Covered Losses are reflected, reserved, accrued, recorded or warranty is actually inaccurate included in the Working Capital, the Adjustment Amount or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (whichIndebtedness, in each case, instead will be read case as any adverse effect or change) or similar language, except for the reference finally determined pursuant to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose2.5.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such facts are recovered by the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by subsequent to the Indemnifying Party for which breach the Indemnified Party is seeking Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of any expenses incurred to recover such amounts and (Cany resulting increase in premiums) any Losses shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Covered Loss to the amount so reserved) and (v) notwithstanding anything contained in this Agreement same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article XIX, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation payment, to any rights which the Indemnified Party may have against any third party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or warranty is actually inaccurate or breached or would have been inaccurate or breached if the Business with respect to the subject matter underlying such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeindemnification claim, and (B) the amount Indemnified Party shall assign any such rights to the Indemnifying Party upon the written request of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII Section 7.14 and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be reduced by (A) any insurance or other proceeds actually received by the Indemnified Party from any third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and all costs and expenses reasonably incurred by the Indemnified Party in recovering such proceeds from such third party (such proceeds, “Eligible Insurance Third-Party Proceeds”) and (B) the amount of any Tax benefit, over the amount of any Tax detriment (iii“Net Tax Benefit”) actually realized by the Indemnified Party (or by its direct or indirect holders, in the case of an entity treated as a partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the extent arising from special circumstances of the Indemnified Party that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special damages Losses other than punitive or special damages Losses recovered by third parties in connection with a Third Third-Party Claim, (BC) any damages solely attributable to lost profits indirect or consequential Losses to the extent constituting damages in excess not the direct and reasonably foreseeable result of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no any breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and of a representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with any claim or dispute among the parties hereto as to whether a party’s assertionTransferor Indemnified Party, enforcementon the one hand, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any an Acquiror Indemnified Party Party, on the other hand, is entitled to indemnification under Section 7.14 or this Article X for any particular Loss or Losses or to specific enforcement under Section 11.13 except to the extent that any Lossan Indemnified Party prevails with respect to a direct claim (for the avoidance of doubt, or any portion thereof, for which indemnification is sought hereunder is reserved for the limitations in the Reference Balance Sheet this subsection (but such limitation E) shall only not apply up with respect to costs and expenses relating to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contraryinvestigation, for purposes of this Article Xassertion, (A) a breach of a representation dispute, enforcement, defense or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses resolution in respect of any breach of a representation or warrantyThird-Party Claim, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.reasonable

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, (iii) in no event shall an Indemnifying Party contribution or similar proceeds that have any liability to an been actually recovered by the Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in excess respect of the difference between the value of what such Covered Loss are actually recovered by the Indemnified Party received subsequent to the Indemnifying Party’s making of an indemnification payment in the transaction contemplated by this Agreement and the value satisfaction of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach its applicable indemnification obligation with respect to such Covered Loss, such proceeds (net of the representation and warranty or covenant by reasonable out-of-pocket costs of securing the same) shall be promptly remitted to the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Lossof the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Loss to the amount so reserved) same extent as it would if such Loss were not subject to indemnification hereunder and (v) notwithstanding anything contained in this Agreement shall be permitted to offset against any recovery the reasonable out-of-pocket costs of seeking such recovery. Upon making any payment to the contrary, Indemnified Party for purposes of any indemnification claim pursuant to this Article XIX, (A) a breach of a representation or warranty the Indemnifying Party shall be deemed subrogated, to exist either if the extent of such representation or warranty is actually inaccurate or breached or would payment, to any rights which the Indemnified Party may have been inaccurate or breached if against any third parties (other than customers of the Business and any material suppliers to the Business) with respect to the subject matter underlying such representation or warranty had not contained indemnification claim, and the Indemnified Party shall assign any qualification as such rights to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, the Indemnifying Party. The indemnification obligations of Purchaser and Seller in each case, instead will be read as any adverse effect or change) or similar language, except for respect of the reference to material in Section 3.08(a)(i), Section 3.10(a), the second allocation of Assumed Liabilities and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which Retained Liabilities shall not be read out govern the allocation of responsibility for such purposeLiabilities between Purchaser, Seller and (B) the amount of Losses their respective Affiliates in respect of any breach of a representation or warrantycommercial arrangements unrelated to this Agreement between the parties, including any deemed breach resulting from such matters being addressed in the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeterms thereof.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Covered Losses shall be net of any Eligible Insurance Proceedsthird-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable (iii) in no event shall an Indemnifying Party have any liability to an unless the Indemnified Party for: (Ahas exhausted commercially reasonable efforts to receive the proceeds without the proceeds being recovered) any punitive or special damages other than punitive or special damages recovered by third parties the Indemnified Party in connection with a Third the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party Claimsubsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, (B) any damages solely attributable such proceeds shall be promptly remitted to lost profits the Indemnifying Party to the extent constituting damages in excess of the difference between the value of what indemnification payment made), and the Indemnified Party received in the transaction contemplated by this Agreement shall use, and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and warranty indemnity, contribution or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder; provided that all deductibles, co-pay amounts and costs or expenses reasonably incurred in connection with a such recovery, including all premiums and other costs of such insurance policies (and any increase in premium payable by such indemnified party’s assertion, enforcement, dispute or resolution of its any retroactive adjustment under any such policy) shall constitute Covered Losses and nothing set forth herein shall require that any party or Affiliate thereof take any legal action against any insurer or third party provider for indemnification or other rights under this Agreement contribution or similar payment. Upon making any payment to the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third party insurers and any third parties that do not have any Lossmaterial ongoing relationship with Purchaser, its Affiliates or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up Business with respect to the amount so reserved) subject matter underlying such indemnification claim, and (v) notwithstanding anything contained in this Agreement the Indemnified Party shall assign any such rights to the contrary, for purposes Indemnifying Party upon the written request of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purposeIndemnifying Party.

Additional Indemnification Provisions. (a) The Parent and amount of any Loss for which indemnification is provided under this Article X shall be net of (i) any amounts actually recovered by the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that Indemnified Party under insurance policies (including the R&W Insurance Policy) with respect to each indemnification obligation set forth such Loss, (ii) any net Tax benefits actually realized as a reduction in Article VII cash taxes payable by the Indemnified Party or its Affiliates arising as a result of such Loss (calculated on a “with and this Article X, any Transaction Agreement without” basis) in the year the indemnity payment is made (or any other document executed prior year) and (iii) any amounts actually recovered under indemnity, contribution or delivered similar contractual provisions under Contracts of the Transferred Entities (after in each case giving effect to any applicable deductible, retention, collection costs and expenses (including attorney’s fees), retrospectively rated premiums and increase in future premiums as a result of or incurred in connection with the Closing: claim) (iit being agreed that if such third-party insurance (including the R&W Insurance Policy) solely or indemnification, contribution or similar proceeds in respect of such facts are recovered by the case Indemnified Party subsequent to the Indemnitor’s making of any an indemnification with respect to UG Asiapayment in satisfaction of its applicable indemnification obligation, each such obligation proceeds shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability promptly remitted to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the Indemnitor to the extent constituting damages of and not in excess of the difference between the value indemnification payment previously made), and, without duplication of what the any amount otherwise taken into account in clause (ii) and solely with respect to any amount received by an Indemnified Party received that is organized under the laws of a jurisdiction set forth in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach Section 2.05(a) of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A)Disclosure Letter, shall be determined without regard to increased by any limitation net Tax detriment actually realized as an increase in cash taxes payable (including by way of deduction or qualification withholding) by such Indemnified Party as to materiality, a result of the receipt of the indemnity payment in the year the indemnity payment is made (or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(iprior year), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

Additional Indemnification Provisions. (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with With respect to each indemnification obligation set forth contained in Article VII and this Article XAgreement, all Covered Losses shall be decreased by (i) any Transaction Agreement net Tax Benefit actually realized by the Indemnified Party or any other document executed or delivered its Affiliates in connection with the Closing: incurrence of such Covered Loss (idetermined on a “with and without” basis) solely in the case of any indemnification with respect to UG Asiataxable year in which such Covered Loss is incurred and the following four (4) taxable years, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an costs reasonably incurred by the Indemnified Party for: (A) in connection therewith and any punitive third-party insurance or special damages other than punitive indemnity, contribution or special damages similar proceeds that have been actually recovered by third parties the Indemnified Party in connection with a Third Party Claim, (B) any damages solely attributable to lost profits the facts giving rise to the extent constituting damages in excess right of the difference between the value indemnification, net of what costs reasonably incurred by the Indemnified Party received in seeking such collection or indemnity and any increase in premiums as a result of the transaction contemplated associated claims (it being agreed that if any such third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by Party, subsequent to the Indemnifying Party for which breach Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the Indemnified Party is seeking indemnification and (C) amount of any Losses such proceeds shall be promptly remitted to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Indemnifying Party to the extent that any Lossof the indemnification payment made). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but similar provisions covering such limitation shall only apply up Covered Loss to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either same extent as it would if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had Covered Loss were not contained any qualification as subject to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language indemnification hereunder; provided that nothing set forth in this Section 9.6 shall require any Indemnified Party to pursue any claim under any such representation insurance, indemnity, contribution or warranty, except similar arrangement prior to pursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for the reference any indemnification claim pursuant to material in Section 3.08(a)(i), Section 3.10(a)this Article IX, the second Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which the Indemnified Party shall not be read out for assign any such purposerights to the Indemnifying Party to such extent.