Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedule or would be duplicative of amounts paid by the Sellers pursuant to Section 2.10 or Section 5.14, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. (a) The Indemnifying Parties waive all rights of subrogation with respect to any indemnification payments made by them and shall not be entitled to any rights of subrogation with respect to claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (b) Parent and the Company agree that, for purposes of computing the amount of any indemnification payment under this Article IX, any such indemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes, to the extent permitted by applicable Law. (c) All Losses for which any Indemnified Party would otherwise be entitled to indemnification under this Article IX shall be reduced by the amount of any Tax benefits actually realized (determined on a with-and-without basis) by the Indemnified Party in the taxable year in which such indemnification payment is made in respect of any Losses incurred by such Indemnified Party. In the event that any such Tax benefits are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such Tax benefits relate, appropriate refunds shall be made promptly by the relevant Indemnified Parties of all or the relevant portion of such indemnification payment (d) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article IX all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. In addition to any other limitations contained in Article IX, the obligations of the Ceding Company and the Reinsurer to indemnify any Reinsurer Indemnified Party or Ceding Company Indemnified Party, as the case may be, are subject to the following: (a) With The amount of any indemnification payments finally determined to be due to an Indemnified Party pursuant to this Article IX shall be decreased by the amount of any Tax benefit (in the form of cash actually received or reduction in cash Taxes actually paid) actually recognized by any Indemnified Party in respect of such Loss prior to the end of the taxable year in which an indemnity payment is made by an Indemnifying Party to an Indemnified Party with respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Loss, to the extent that such Tax Basis benefit does not exceed the amount of the indemnity payment received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in pursuing such Tax benefit, and (ii) all Losses shall be net increased by the amount of any third-party insurance proceeds that have been recovered Tax cost realized prior to the end of such taxable year by any Indemnified Party as a result of the receipt or are recoverable by accrual of the indemnity payment with respect to such Loss. If any such Tax benefit (or portion thereof) is disallowed, as a result of an audit or otherwise, the applicable Indemnifying Party shall promptly pay to the applicable Indemnified Party the amount of such disallowed Tax benefit within 30 days after the Indemnified Party in connection notifies the Indemnifying Party that the adjustment with the facts giving rise respect to the right of indemnificationsuch disallowance has been paid or otherwise taken into account. (b) If Upon making any indemnification payment in respect of a Loss with respect to all or a portion of which the Indemnified Party could have recovered from an unaffiliated third party (other than a Taxing Authority), if the Indemnified Party shall have received full payment of all Losses with respect to the underlying claim, the Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogatedwill, to the extent of such paymentpayment and to the extent permitted under Applicable Law and any applicable contractual obligations to third parties, be subrogated to all rights and remedies of the Indemnified Party to any insurance benefits or other claims against such unaffiliated third party in respect of the Loss to which the payment relates. Each such Indemnified Party with respect and Indemnifying Party will duly execute upon request all instruments reasonably necessary to such Losses evidence and with respect to perfect the claim giving rise to such Lossesabove-described subrogation rights. (c) The right to indemnification or other remedy based on amount of any representations, warranties, obligations, covenants Losses sustained by an Indemnified Party and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not owed by an Indemnifying Party shall be affected reduced by any investigation conducted amount actually recovered by such Indemnified Party with respect tothereto under any insurance or reinsurance coverage, or from any notice other party alleged to be responsible therefor. The Indemnified Party shall use commercially reasonable best efforts to collect any amounts available under such insurance or knowledge acquired (reinsurance coverage and from such other party alleged to have responsibility. If, at any time subsequent to any indemnification actually having been paid pursuant to this Article IX, the Indemnified Party receives an amount under insurance or capable of being acquired), reinsurance coverage or from such other party with respect to Losses so indemnified, then such Indemnified Party shall promptly reimburse by that amount the accuracy or inaccuracy of or compliance with, applicable Indemnifying Party for any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything indemnification payment actually made by such Indemnifying Party up to the contrary contained hereinamount received by the Indemnified Party, except as set forth on Section 7.7(c) net of any expenses incurred by the Indemnified Party in collecting any such amount and any increases in insurance premiums attributable to such recovery; provided that such reimbursement shall only be required to the extent the Indemnified Party would otherwise retain an amount greater than the full amount of the ABI Disclosure LetterLosses incurred by the Indemnified Party as a result of the underlying claim. (d) For the avoidance of doubt, ABI Ceding Company shall not have be under any liability relating obligation to indemnify any breach ofReinsurer Indemnified Party for any Loss that was specifically reflected or reserved for on the Reinsurer Closing Statement, as finally determined pursuant to Section 3.1, or inaccuracy in, any representation or warranty made herein that, as that was otherwise specifically included in the calculation of the date hereofInitial Reinsurance Premium as reflected on such Reinsurance Closing Statement. For the avoidance of doubt, any Buyer Party had Knowledge amounts recorded in a general ledger account or in the supporting workpapers or other detail to a balance sheet used to calculate amounts reflected on the Reinsurance Closing Statement shall be considered included in the calculation of the breach or inaccuracy of the representation or warranty or of the facts relating to Initial Reinsurance Premium on such breach or inaccuracyReinsurance Closing Statement.

Additional Indemnification Provisions. (a) With The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under 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 and Basis, (ii) all Losses shall be net of any third-party insurance proceeds that Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have been any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered or are recoverable 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 facts giving rise 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 right 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 indemnificationthis 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. (b) If Any amount payable by an Indemnifying Party makes pursuant to Article VII or this Article X shall be paid promptly and without reduction and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to the provisions of Article VII or this Article VIIX, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated, to the extent amount of such paymentEligible Insurance Proceeds, but not in excess of any amount previously paid by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to any insurance benefits or other claims in respect of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesclaim. (c) The right to parties hereto shall treat any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment made under this Agreement as an adjustment to the Purchase Price (including for all applicable Income Tax purposes). (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in any of part, by third party insurance coverage, the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any Indemnified Party shall promptly give notice or knowledge acquired (or capable of being acquired), with respect thereof to the accuracy or inaccuracy Indemnifying Party (a “Notice of or compliance withInsurance”). If the Indemnifying Party so requests within one hundred and eighty (180) days after receipt of a Notice of Insurance, any such representation, warranty, covenant or agreementthe Indemnified Party shall use its commercially reasonable efforts to attempt to collect insurance proceeds thereunder; provided, however, that notwithstanding anything the Indemnified Party has no obligation to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach ofcommence, or inaccuracy inthreaten or otherwise seek to commence, any representation or warranty made herein thatAction against any Person, as of the date hereofincluding any Governmental Authority, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to collect insurance proceeds under such breach or inaccuracythird party insurance coverage.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement ARTICLE IX (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification, (ii) Seller shall have no liability to indemnify any Buyer Indemnified Party with respect to any Losses caused by or resulting from any action (A) that Seller is required, permitted or requested to take pursuant to this Agreement (including with the consent of Buyer) or (B) that Seller, having sought Buyer’s consent pursuant to this Agreement, did not take as a result of Buyer having withheld or delayed the requested consent and (iii) each such obligation shall be calculated on an After-Tax Basis. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIARTICLE IX, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to Buyer and Seller agree that, for purposes of computing the amount of any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment under this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance withARTICLE IX, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything indemnification payment shall be treated as an adjustment to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyPurchase Price for all Tax purposes.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article X, all Losses shall be net of any third-party insurance and indemnity proceeds that have been are actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (b) If 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 shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made). Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to any and all rights and remedies of that the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise 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 determining whether there has been a breach or inaccuracy of any representation or warranty, or the amount of any Loss related to any such Losses. (cbreach or inaccuracy, under Section 10.2(a)(i) The right to indemnification or other remedy based on any representationsSection 10.3(a)(i), warranties, obligations, covenants the representations and agreements warranties set forth in this Agreement or and in any of certificate furnished pursuant to this Agreement shall be considered without giving effect to any materiality limitation or qualification (including the Ancillary Agreements, will not be affected by any investigation conducted with respect to, terms “material” or any notice “Material Adverse Effect”) (other than references to “material” or knowledge acquired “Material Adverse Effect” (or capable of being acquired), x) solely with respect to the accuracy standard that must be met to create an obligation to include items in a list set forth in a Disclosure Schedule or inaccuracy (y) contained within the definitions of or compliance with, any such representation, warranty, covenant or agreement“Permitted Lien” and “Environmental Permit”); provided, however, that notwithstanding anything this sentence shall not apply to the contrary contained herein, except as representations and warranties set forth on in Section 7.7(c) 3.5(a), 3.5(b), the last sentence of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, Section 3.6 or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySection 3.14(a)(ii).

Additional Indemnification Provisions. (a) With respect The amount which the Indemnifying Party is or may be required to pay to any Indemnified Party pursuant to this Article X shall be reduced (retroactively, if necessary, pursuant to the following sentence) by any insurance proceeds or other amounts actually received by such Indemnified Party or any of its Affiliates in reduction of the related Losses (in each case net of all reasonable out-of-pocket costs of any such enforcement, including deductibles and retro-premium adjustments and reasonable attorneys’ fees). If an Indemnified Party or any of its Affiliates receives an indemnification obligation under payment required by this Agreement from the Indemnifying Party in respect of Losses and shall subsequently receive insurance proceeds or other amounts in respect of such Losses from other third Persons, then such Indemnified Party or Affiliate, as the case may be, shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds or other amounts actually received to the extent such amount would give rise to a double recovery by such Indemnified Party (i) in each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be case net of all reasonable out-of-pocket costs of any thirdsuch enforcement, including deductibles and retro-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationpremium adjustments and reasonable attorneys’ fees). (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIX, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party against insurance companies with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to If any fact, circumstance or condition forming a basis for a claim for indemnification under this Article X shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other remedy based on any representationsclaim for indemnification under this Article X, warranties, obligations, covenants and agreements set forth there shall be no duplication in this Agreement or in any the calculation of the Ancillary Agreementsamount of the Losses. In addition, will not neither the Company nor the Acquiror shall have any Liability under this Article X for the amount of any Losses specifically included in the calculation of the Final Net Working Capital. (d) The parties agree to treat all payments made by or deemed to be affected made by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect a party under this Article X as adjustments to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Purchase Price for all Tax purposes to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracymaximum extent permitted by applicable Law.

Additional Indemnification Provisions. (a) With 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 under set forth in Article XI of this Agreement, any Ancillary Agreement or any other certificate executed or delivered in connection with the Closing: (i) each such obligation except with respect to amounts required to be paid under the Special Asset Protection Agreement all Losses shall be calculated on an Afterafter-Tax Basis and tax basis, (ii) all Losses shall be net of any third-party insurance proceeds Eligible Insurance Proceeds, (iii) in no event shall the Seller have any liability or obligation to any Acquiror Indemnified Party pursuant to this Article XI with respect to the inaccuracy or breach of a representation or warranty made by 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 are recoverable the Post-Closing Adjustment pursuant to Section 2.09 (either as a reduction 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), (iv) the Indemnifying Party shall be liable to the Indemnified Party for any Losses to the extent incurred in connection with the 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, (v) the Indemnified Party shall be liable to the Indemnifying Party for any Losses to the extent incurred in connection with the Indemnifying Party’s successful defense of any claim by the Indemnified Party in connection for indemnification or other rights under this Agreement; (vi) except with the facts giving rise respect to the right matters described in clauses (iii), (v) and (vi) of indemnificationSection 11.02(a), in no event shall the 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 (or if less, the amount specifically reserved for in the Final Closing Balance Sheet) and (vii) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article XI, (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, 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. (b) If Any amount payable by an Indemnifying Party makes pursuant to this Article XI shall be paid promptly and without reduction, and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to the provisions of this Article VIIXI, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated, to the extent amount of such paymentEligible Insurance Proceeds, but not in excess of the amount actually reimbursed by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to any insurance benefits or other claims in respect of such claim. For purposes of calculating the Indemnified Party with respect to such Losses and with respect to after-tax basis, the claim giving rise to such Lossesprovisions of Section 8.07(a)(ii) through (v) shall apply. (c) The right to To the extent permitted by applicable Law, the parties hereto shall treat any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in any of part, by third party insurance coverage, the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any Indemnified Party shall promptly give notice or knowledge acquired (or capable of being acquired), with respect thereof to the accuracy or inaccuracy Indemnifying Party (a “Notice of or compliance withInsurance”). If the Indemnifying Party so requests within 180 days after receipt of a Notice of Insurance, any the Indemnified Party shall use its commercially reasonable efforts to seek to collect insurance proceeds under such representation, warranty, covenant or agreementthird party insurance coverage; provided, however, that notwithstanding the Indemnified Party has no obligation to commence, or threaten or otherwise seek to commence, any Action against any Person, including any Governmental Authority, to collect insurance proceeds under such third party insurance coverage. (e) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, (i) in no event shall any events, Actions, occurrences or changes as a result of, arising out of, relating to or in connection with (x) the management of the PRF by the Acquiror or any of its Affiliates (including the Company or any of the Transferred Subsidiaries) or (y) the assignment of the discretionary management rights to the PRF to a third party pursuant to Section 6.22(c), in any way limit, restrict or otherwise be deemed to diminish Losses of the Acquiror Indemnified Parties that are required to be indemnified by the Seller with respect to the Covered PAB/PRF Matters pursuant to Section 11.02(a)(iii), except as set forth on Section 7.7(cto the extent any such Losses result solely and directly from the willful misconduct or fraud by the Company, any Transferred Subsidiary, the Acquiror or any Affiliate thereof following the Closing Date, (ii) Losses with respect to the Covered PAB/PRF Matters shall be deemed to include any Losses resulting from, arising out of, relating to or in connection with any investment management arrangements relating to the PRF with Cairn Financial Products Limited, any Affiliate of the ABI Disclosure LetterParent or the Seller or any other third party, ABI including any fees and expenses paid or payable by the Acquiror or any of its Affiliates (including the Company or any Transferred Subsidiary) to any third party to which management rights are assigned pursuant to Section 6.22(c) in excess of such fees and expenses as are allocable to the PRF or payable from the assets thereof and (iii) in no event shall not the Acquiror or any of its Affiliates (including the Company or any of the Transferred Subsidiaries) have any liability to any Seller Indemnified Party as a result of, arising out of, relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as in connection with its management of the date hereof, any Buyer Party had Knowledge PRF in the absence of the breach fraud or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracywillful misconduct.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article X, all Losses shall be net of any third-party insurance and indemnity proceeds that have been are actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. , net of the costs of recovery, of such third-party insurance or indemnity proceeds (b) If 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 shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount of any net Tax benefit actually realized by the Indemnified Party through a reduction in 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 result thereof shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses contained in this Article X. Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIX, such the Indemnifying Party shall be subrogated, subrogated to the extent of such paymentpayment and to the extent permitted by Law, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise to subject matter underlying such Losses. (c) The right to indemnification or other remedy based on claim, and the Indemnified Party shall assign any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect such rights to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedules or would be duplicative of amounts paid by the Sellers pursuant to Section 2.10 or Section 5.14, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. In any case where an Indemnified Party recovers from a third person any amount in respect of a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article 8, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (a) With respect to each indemnification obligation under this Agreement after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) each any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such obligation shall be calculated on an After-Tax Basis claim and (ii) all Losses shall be net any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. Upon payment in full of any third-party insurance proceeds that have been recovered or are recoverable by such amounts recovered, the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to all the rights and remedies of the Indemnified Party to against any insurance benefits or person (other claims of the than an Indemnified Party with respect to such Losses and Party) with respect to the claim giving rise subject matter of such claim. Any Indemnified Party shall assign or otherwise reasonably cooperate with the Indemnifying Party to such Losses. (c) pursue any claims against, or otherwise recover amounts from, any person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement. The obligations of the Seller to indemnify and hold harmless any Purchaser Indemnitees 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 or other remedy based on any representations, warranties, obligations, covenants and agreements set forth against the Seller unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in this Agreement or in any Section 8.4. The obligations of the Ancillary Agreements, will not be affected by Purchaser to indemnify and hold harmless any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to Seller Indemnitees under this Article 8 shall terminate when the accuracy or inaccuracy of or compliance with, any such applicable representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of covenant terminates pursuant to Section 8.4. No Seller Indemnitee shall have the facts relating right to assert any claim for indemnification against the Purchaser unless such breach or inaccuracyclaim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in Section 8.4.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds (A) amounts 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) and (B) Tax benefits to the Indemnified Party and its Affiliates arising out of such Losses (or out of the event or occurrence that gave rise to such Losses), (ii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Financial Statements, (iii) no representation or warranty of Seller or Buyer shall be deemed untrue or incorrect as a consequence of the existence of any fact, circumstance or event that is disclosed in connection with another representation or warranty contained in this Agreement, and (iv) 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 Buyer 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) in the case of a Buyer Indemnified Party, result from the operation of the Group Companies after the Closing, (E) in the case of a Seller Indemnified Party, result from the operation of the Group Companies prior to the Closing, or (F) are recoverable caused by or result from any action (1) that Seller or Buyer is required, permitted or requested to take pursuant Section 5.01 (including pursuant to the consent of Buyer or Seller, as applicable) or (2) that Seller or Buyer having sought Buyer’s or Seller’s consent, as applicable, pursuant to Section 5.01 or Section 5.19, did not take as a result of Buyer or Seller, as applicable, having unreasonably withheld, conditioned or delayed the requested consent. (b) With respect to Section 8.05(a)(i), 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, (A) in accordance with and subject to the terms of this ARTICLE VIII, 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 (B) recovery for any such claims from the Indemnifying Party shall be permitted in accordance with and subject to the terms of this ARTICLE VIII 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 VIII; 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 (1) 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 such recovery and (2) the facts giving rise aggregate amount paid by the Indemnifying Party to the right of indemnificationany Indemnified Party with respect to such Losses. (bc) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIARTICLE VIII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds amounts that have been recovered or are recoverable 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 connection with respect of such Loss (after deducting therefrom (A) the facts giving rise amount of the reasonable, documented and out-of-pocket expenses incurred in procuring such recovery and (B) in the case of an insurance policy, any actual increases in premiums of such policies as a result of such recovery); (ii) Seller shall not be liable for any Losses suffered by any Purchaser Indemnified Party to the right extent that such Losses relate to Taxes for or attributable to any taxable period beginning after the Closing Date or, with respect to a Straddle Period, the portion of indemnificationsuch Straddle Period beginning after the Closing Date; and (iii) Seller shall not be liable for any Losses suffered by any Purchaser Indemnified Party, and Purchaser shall not be liable for any Losses suffered by any Seller Indemnified Party, in each case, to the extent that such Losses result from any act or omission by such Indemnified Party. (b) If an Indemnifying Party makes In any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of case where the Indemnified Party (or their Affiliates) recovers pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance benefits policy or other claims cash receipts or sources of reimbursement any amount not previously taken into account in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 10.2 or Section 10.3, as applicable, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered or realized (after deducting therefrom the amount of the reasonable, documented and out-of-pocket expenses incurred in procuring such recovery or realization, including, in the case of an insurance policy, any actual increases in premiums as a result of such recovery), but not in excess of the sum of (i) any amount previously so paid pursuant to Section 10.2 or Section 10.3, as applicable, to or on behalf of such Indemnified Party with in respect to of such Losses matter and with respect to the (ii) any amount expended by Indemnifying Party in pursuing or defending any claim giving rise to arising out of such Lossesmatter. (c) The right Neither the Purchaser Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover for the same Loss more than once under this Article X or otherwise under this Agreement or any Ancillary Agreement even if a claim for indemnification or other remedy based on any representationsotherwise in respect of such Loss has been made as a result of a breach of more than one covenant, warranties, obligations, covenants and agreements set forth agreement or representation or warranty contained in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyAgreement.

Additional Indemnification Provisions. (a) With Each of Seller, the Shareholders and Buyer agree that with respect to each indemnification obligation under set forth in this Agreement Article VI: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-Eligible Insurance Proceeds, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for any punitive or special damages other than punitive or special damages 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, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party shall be covered, in whole or in part, by third party insurance coverage (including the insurance policies maintained for the benefit of Seller prior to the Closing), then any such insurance proceeds that have been recovered or are recoverable actually received by the Indemnified Party, net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an seeking such collection, shall be considered “Eligible Insurance Proceeds”, it being understood that such Indemnified Party pursuant shall use its reasonable efforts to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, make any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyinsurance claim.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Article VII (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification, (ii) no representation or warranty of Seller shall be deemed untrue or incorrect as a consequence of the existence of any fact, circumstance or event that is (A) disclosed in connection with another representation or warranty contained in this Agreement or (B) otherwise known to Purchaser on the Closing Date and (iii) Seller shall have no liability to indemnify any Purchaser Indemnified Party with respect to any Losses caused by or resulting from any action (A) that Seller is required, permitted or requested to take pursuant to this Agreement (including with the consent of Purchaser) or (B) that Seller, having sought Purchaser’s consent pursuant to this Agreement, did not take as a result of Purchaser having withheld or delayed the requested consent. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to Purchaser and Seller agree that, for purposes of computing the amount of any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment under this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance withArticle VII, any such representationindemnification payment shall be treated as an adjustment to the Purchase Price for all Tax purposes. (d) If Seller is required to indemnify a Purchaser Indemnified Party pursuant to the provisions of this Article VII, warranty, covenant or agreement; and the Losses for which the indemnification is sought under this Article VII has provided, howeveror will provide, any Purchaser Indemnified Party with a Tax benefit, Purchaser shall use its best efforts to obtain (or cause such Purchaser Indemnified Party to obtain) such Tax benefit (including, if necessary, the filing of amended Tax Returns) and the amount of such Tax benefit that has been, or will be, realized (or in the event that amended Tax Returns are not filed, the amount of Tax benefit that the Purchaser Indemnified Party would have realized) shall reduce Seller’s liability to indemnify a Purchaser Indemnified Party under this Article VII (assuming, for these purposes, that notwithstanding anything the Purchaser Indemnified Party is subject to taxation at the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyhighest applicable marginal income tax rate).

Additional Indemnification Provisions. (a) With The parties hereto agree, for themselves and on behalf of any of their respective Related Parties and Representatives, that, with respect to each indemnification obligation under in this Agreement Section 17, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any Eligible Insurance Proceeds (as defined below) and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any punitive, incidental, special, indirect or consequential damages, except to the extent that the Indemnified Party pays punitive, incidental, special, indirect or consequential damages to a third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Section 17 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds (as defined below). In any case where an Indemnified Party recovers from a third Person, any amount in respect of any Loss for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to this Section 17 (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the 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 sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such Loss and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) All payments required to be made by an Indemnifying Party under this Section 17 to any Indemnified Party shall be without set-off, counterclaim or deduction of any kind. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance coverage (each, an "Insurance Policy"), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a "Notice of Insurance"). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds that have been recovered or are recoverable thereunder, in which event (i) all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered "Eligible Insurance Proceeds" and (ii) the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs incurred in connection with such collection and the amount of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such increased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for three years following the next renewal of such Insurance Policy. If the Indemnifying Party does not request that the Indemnified Party seek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered "Retained Insurance Proceeds" and (ii) the Indemnifying Party shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (e) If the indemnification provided for in this Section 17 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of Guarantor, on the one hand, and PSLT-BLC Holdings, on the other hand, in connection with the facts statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by PSLT-BLC Holdings, on the one hand, or by Guarantor, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. (f) Notwithstanding anything to the contrary in this Section 17, to the extent that the Indemnified Party or an Affiliate realizes an actual Tax (as defined below) benefit as a result of the event giving rise to the right indemnity payment hereunder (such as, by way of indemnification. (b) If example but not limitation, a Tax savings resulting from the payment of an Indemnifying Party makes any indemnified amount that is deductible by the Indemnified Party, in a case in which the indemnity payment itself does not give rise to gross income for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIITax purposes), such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect shall promptly rebate to the claim giving rise to Indemnifying Party the amount of such LossesTax benefit. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article XI, all Losses shall be net of any third-party insurance and indemnity proceeds (other than the proceeds of the R&W Policy) that have been are actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (b) If it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made), in each case net of any costs incurred to recover such amounts or any increase in premiums resulting from such claim. Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIXI (excluding, such for the avoidance of doubt, any recovery by Purchaser from the R&W Policy), the Indemnifying Party shall be subrogated, to the extent of such payment, to any and all rights and remedies of that the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise 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 determining whether there has been a breach or inaccuracy of any representation or warranty, or the amount of any Loss related to any such Losses. (cbreach or inaccuracy, under Section 11.2(a)(i) The right to indemnification or other remedy based on any representationsSection 11.3(a)(i), warranties, obligations, covenants the representations and agreements warranties set forth in this Agreement or 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 Ancillary Agreements, will phrase “in all material respects” set forth in Section 3.5(a) and Section 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 affected by any investigation or audit conducted with respect to, prior to or after Closing or the knowledge of any notice or knowledge acquired (or capable party of being acquired), with respect to the accuracy or inaccuracy any breach of or compliance with, any such a representation, warrantywarranty or covenant by any other party at any time. Each Party shall have the right, covenant irrespective of any knowledge or agreement; providedinvestigation, howeverto rely fully on the representations, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) warranties and covenants of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of other Parties in this Agreement and the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyAncillary Agreements.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Agreement, the amount of Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable (net of any costs incurred to recover such proceeds) 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. (b) If , 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 makes 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. Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise to subject matter underlying such Losses. (c) The right to indemnification or other remedy based on claim, and the Indemnified Party shall assign any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect such rights to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net 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 or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (b) If 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 makes 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 Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise to subject matter underlying such Losses. (c) The right to indemnification or other remedy based on claim, and the Indemnified Party shall assign any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect such rights to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net reduced by the amount of any third-party insurance insurance, indemnity, contribution, reimbursement or similar proceeds that have been actually recovered by the Indemnified Party or its Affiliates with respect to such Loss (it being agreed that if such proceeds in respect of such Loss are recoverable 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) (i) the amount paid by the Indemnifying Party in respect of such Losses plus (ii) the amount received by the Indemnified Party in respect thereof, less the out-of-pocket expenses incurred in connection with with, and the facts giving rise cost of any premium increases as a result of, such recoveries, over (B) the full amount of the Losses shall be promptly remitted to the right 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 indemnification. (b) If an Indemnifying Party makes the R&W Insurance Policy, upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VII, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of or claims which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such Losses. (c) The right assignment is not permitted, use reasonable best efforts to indemnification recover in respect of such rights or other remedy based claims against the third parties on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any behalf of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedule or are to be incurred by the Buyer pursuant to Section 5.22 arising from the Buyer’s disposition of Obsolete Inventory, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this Agreement All Losses shall be (i) each such obligation shall be calculated on an After-net of any Tax Basis Benefit and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationEligible Insurance Proceeds. (b) If an Indemnifying Party makes In any payment for any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any amount with respect to any Loss paid by the Indemnifying Party pursuant to the provisions of this Article VIIIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of reasonable costs incurred by it in procuring such recovery, which costs shall be subrogatednot exceed the amount so recovered), to the extent of such payment, to all rights and remedies but not in excess of the Indemnified sum of (i) any amount previously paid by the Indemnifying Party to any insurance benefits or other claims on behalf of the Indemnified Party with respect to such Losses claim and with respect to (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim giving rise to arising out of such LossesLoss. (c) The right If any portion of Losses to indemnification or other remedy based on be paid by the Indemnifying Party pursuant to this Article III could be recovered from a Third Party not affiliated with the relevant Indemnified (d) If any representationsportion of Losses to be paid by the Indemnifying Party pursuant to this Article III may be covered, warranties, obligations, covenants and agreements set forth in this Agreement whole or in any part, by third-party insurance coverage, the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. The Indemnified Party shall use commercially reasonable efforts to collect the maximum amount of the Ancillary Agreementsinsurance proceeds thereunder, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), and all such proceeds actually collected with respect to any Loss (net of (i) the accuracy amount of reasonable costs incurred by the Indemnified Party or inaccuracy any of its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or compliance withany of its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such representation, warranty, covenant or agreement; provided, however, that notwithstanding Loss) shall be considered “Eligible Insurance Proceeds”. Notwithstanding anything to the contrary contained hereinin this Agreement, except as set forth on provided in Section 7.7(c4.10, no Remainco Indemnified Party shall be required to seek to recover any Losses relating to or arising under any Spinco Liabilities from any Insurance Policies. (e) The aggregate liability of the ABI Disclosure Letter, ABI members of the Remainco Group in the aggregate under Section 3.2(g) shall not have exceed One Hundred Fifty Million Dollars ($150,000,000) (the “Cap”) and in no event shall any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as member of the date hereofRemainco Group (individually or collectively) be required to indemnify, defend or hold harmless any Buyer Party had Knowledge of the breach or inaccuracy Spinco Indemnified Parties for any amounts in the aggregate in excess of the representation or warranty or Cap. (f) The obligation of the facts relating members of the Remainco Group to such breach indemnify, defend or inaccuracyhold harmless any Spinco Indemnified Party pursuant to Section 3.2(g) shall automatically terminate on the date that is two (2) years following the Distribution Date.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this contained in any Transaction Agreement or any other document executed in connection with the Closing (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification, (ii) GE shall have no liability to indemnify any Comcast Indemnified Party or Newco Indemnified Party with respect to any Losses caused by or resulting from any pre-Closing action that GE or NBCU takes, pursuant to Section 6.01(a), with the specific consent of Comcast, and (iii) Comcast shall have no liability to indemnify any Newco Indemnified Party with respect to any Losses caused by or resulting from any pre-Closing action that Comcast takes, pursuant to Section 6.01(b), with the specific consent of GE. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII11, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification For the avoidance of doubt, Losses covered by Section 11.01, Section 11.02 or other remedy based on any representations, warranties, obligations, covenants Section 11.03 may include Losses incurred in connection with a Third Party Claim or otherwise and agreements set forth in this Agreement or in any Losses that arise as a result of the Ancillary Agreementsnegligence, will not be affected by any investigation conducted with respect to, strict liability or any notice other liability under any theory of law or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach equity of, or inaccuracy inviolation of any Law by, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyPerson indemnified thereunder.

Additional Indemnification Provisions. (a) With The parties hereto agree, for themselves and on behalf of their respective Affiliates and Representatives, that, with respect to each indemnification obligation under in this Agreement Agreement, (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that Eligible Insurance Proceeds (as set forth in subsection (e) below) and (ii) in no event shall the Indemnifying Party have been recovered or are recoverable by liability to the Indemnified Party in connection with the facts giving rise for any punitive, incidental, special, indirect or consequential damages, except to the right extent that the Indemnified Party pays punitive, incidental, special, indirect or consequential damages to a third party in respect of indemnificationa Third Party Claim. (b) If Any amount payable by an Indemnifying Party makes pursuant to this Article VIII shall be paid promptly and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person, any amount in respect of any Loss for which such Indemnified Party has actually been reimbursed by an Indemnifying Party pursuant to the provisions of this Article VIIVIII (other than Retained Insurance Proceeds), such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogatedthe amount so recovered (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 Indemnifying Party to the extent of such payment, to all rights and remedies or on behalf of the Indemnified Party to in respect of such Loss and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims defending any claim arising out of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesmatter. (c) The right parties hereto shall, for all tax and financial accounting purposes, to indemnification the extent permitted by Law, treat the assumption and payment of liabilities hereunder by Indemnitor as a distribution by Indemnitor to the Company occurring prior to the Closing, and, accordingly, as not includible in the taxable income of Acquiror. Correspondingly, the parties hereto shall, for all tax and financial accounting purposes, to the extent permitted by Law, treat any payment from Acquiror to Indemnitor pursuant to this Article VIII as a capital contribution by the Company to Indemnitor occurring prior to the Closing, and, accordingly, as not includible in the taxable income of Indemnitor. (d) All payments required to be made by an Indemnifying Party under this Article VIII to any Indemnified Party shall be without set-off, counterclaim or other remedy based on deduction of any representationskind. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, warranties, obligations, covenants and agreements set forth in this Agreement whole or in any of the Ancillary Agreementspart, will not be affected by any investigation conducted with respect tothird-party insurance coverage (each, or any notice or knowledge acquired (or capable of being acquiredan "Insurance Policy"), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a "Notice of Insurance"). If the Indemnifying Party so requests within 30 days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event (i) all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered "Eligible Insurance Proceeds" and (ii) the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs incurred in connection with such collection and the amount of any prospective or retroactive increase in premiums actually paid by the Indemnified Party under the Insurance Policy (as such increased premiums are incurred) directly related to the payment of Eligible Insurance Proceeds for such Loss for three years following the next renewal of such Insurance Policy. If the Indemnifying Party does not request that the Indemnified Party seek coverage of any portion of such Loss under the Insurance Policy within 30 days after receipt of a Notice of Insurance, (i) any proceeds that the Indemnified Party may receive thereunder shall be considered "Retained Insurance Proceeds" and (ii) the Indemnifying Party shall have no liability for any premium increases thereunder relating to the collection of such Retained Insurance Proceeds. (f) If the indemnification provided for in Subsections 8.01(a)(i) and 8.02 (a) (i) with respect to the accuracy or Losses relating to any inaccuracy of any representation or compliance withwarranty contained in Sections 3.26 and 4.09 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (i) in such proportion as is appropriate to reflect the relative benefits received by the Acquiror Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, from the sale of the shares of common stock of Acquiror in the Private Placement and the use of the proceeds of the Private Placement or (ii) if the allocation provided by clause (i) above is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Acquiror Indemnified Parties, on the one hand, and the Seller Indemnified Parties, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, Indemnitor, Seller or Acquiror and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such representation, warranty, covenant untrue statement or agreement; provided, however, that notwithstanding omission. (g) Notwithstanding anything to the contrary contained hereinin this Article VIII, except to the extent that the Indemnified Party or an Affiliate realizes an actual Tax benefit as set forth on Section 7.7(c) a result of the ABI Disclosure Letterevent giving rise to the indemnity payment hereunder (such as, ABI by way of example but not limitation, a Tax savings resulting from the payment of an indemnified amount that is deductible by the Indemnified Party, in a case in which the indemnity payment itself does not give rise to gross income for Tax purposes), the Indemnified Party shall not have any liability relating promptly rebate to any breach of, or inaccuracy in, any representation or warranty made herein that, as the Indemnifying Party the amount of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyTax benefit.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net reduced by the amount of any third-party insurance or reimbursement proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (b) If 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 makes 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 Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VII, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of or claims which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such Losses. (c) The right assignment is not permitted, use commercially reasonable efforts to indemnification recover in respect of such rights or other remedy based claims against the third parties on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any behalf of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this Agreement (i) In addition to the indemnification provisions contained in Section 6 hereof, Buyer hereby agrees to indemnify and hold harmless Seller and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such obligation shall be calculated on an After-Tax Basis person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities Act, or under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact made by Buyer, (ii) all Losses shall be net any omission or alleged omission of a material fact with respect to Buyer or (iii) any breach of any third-party insurance proceeds that have been recovered representation, warranty or are recoverable agreement made by Buyer in this Agreement. (ii) In addition to the Indemnified Party indemnification provisions contained in Section 6 hereof, Seller hereby agrees to indemnify and hold harmless Buyer and its officers, directors, shareholders, employees, agents and attorneys against any and all losses, claims, damages, liabilities and expenses incurred by each such person in connection with the facts giving rise defending or investigating any such claims or liabilities, whether or not resulting in any liability to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogatedperson, to which any such indemnified party may become subject under the extent Securities Act, or under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses arise of such payment, to all rights and remedies or are based upon: (i) any untrue statement or alleged untrue statement of the Indemnified Party to a material fact made by Seller; (ii) any insurance benefits omission or other claims alleged omission of the Indemnified Party a material fact with respect to such Losses and with respect to the claim giving rise to such Losses. Seller; or (ciii) The right to indemnification any breach of any representation, warranty or other remedy based on any representations, warranties, obligations, covenants and agreements set forth agreement made by Seller in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyAgreement.

Additional Indemnification Provisions. (a) With respect to each Any party that becomes aware of a Loss for which it seeks indemnification obligation under this Agreement (i) each such obligation Article IX shall be calculated on required to use commercially reasonable efforts to mitigate the Loss, including taking any actions reasonably requested by an After-Tax Basis Indemnifying Party, and an Indemnifying Party shall not be liable for any Loss to the extent such Loss is attributable to the Indemnified Party’s failure to mitigate the Loss. (iib) all Losses shall be net In calculating the amount of any third-party Loss for which indemnification is sought hereunder, the proceeds actually received by any Indemnified Party under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person (including pursuant to any indemnity, contribution or similar proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. ), net of any deductible or actual costs or expenses incurred in connection with securing or obtaining such proceeds, shall be deducted from the amount of such Losses (b) If it being agreed that if any such amounts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment, such amount shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made). Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance coverage and from such other Person alleged to have any responsibility for such Loss. Upon making any payment for any Losses suffered or incurred by an to the Indemnified Party pursuant to the provisions of this Article VIIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and Person with respect to the claim giving rise to subject matter underlying such Losses. (c) The right to indemnification or other remedy based on claim, and the Indemnified Party shall assign any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect such rights to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Agreement, the amount of Covered Losses shall be net of (a) any third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable (net of any costs incurred to recover such proceeds) 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 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) If an Indemnifying Party makes any payment for any Losses suffered or incurred 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 the provisions of this Article VIIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and remedies 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 has indemnified it pursuant to this Agreement (other than, for the avoidance of doubt, any such case addressed by Sections 6.5(d) and 6.5(e)), such Indemnified Party shall promptly pay over to the 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 sum of (i) any amount previously so paid by the Indemnifying Party to or on behalf of the Indemnified Party to in respect of such matter, and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims defending any claim arising out of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesmatter. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any thirdactual non-party insurance proceeds that have been recovered or are recoverable by refundable recoveries to the Indemnified Party described in connection with the facts giving rise to the right of indemnificationSection 13.06(b). (b) If In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, but excluding any recoveries from the Specified Third-Party Reinsurer pursuant to the Specified Third-Party Reinsurance Agreements, any amount in respect of any Loss paid by an Indemnifying Party makes pursuant to this Article XIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any payment for any Losses suffered or Expenses incurred by an such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer and (ii) actual increase(s) in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”), but not in excess of the sum of (A) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (B) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII would reasonably be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party shall use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been 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 transfer, to the extent 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 amount actually paid by the Indemnifying Party pursuant to this Article XIII, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesimmediately preceding sentence. (cd) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (e) For purposes of determining whether a breach of any representation or warranty made in this Agreement has occurred, and for calculating the amount of any Loss under this Article XIII, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “Buyer Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than (i) the representations and warranties in Section 5.04(b), Section 5.07(e), Section 5.09(a), Section 5.13(a), Section 5.14(b) and Section 5.25(b) and (ii) any use of the defined terms “Material Contract” or “Material Distributor.” (f) In the event that a party hereto or HFSG: (i) consolidates with or amalgamates, combines or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation, amalgamation, combination or merger; or (ii) sells, transfers, pledges or otherwise disposes of all or substantially all of its properties, assets (including portfolio investments) or Capital Stock of its Subsidiaries (whether in one transaction or a series of related transactions) to one or more Persons, then, and in each such case, proper provision shall be made prior to the consummation of any such transaction so that each such Person shall assume by a written instrument entered into for the benefit of, and enforceable by, the other party hereto the obligations of such party set forth in this Article XIII or Article X. (g) The waiver of any condition based on the accuracy of any representation or warranty set forth in this Agreement, or on the performance of or compliance with any covenant, agreement, condition and obligation set forth in this Agreement, shall not affect the right to indemnification or other remedy based on any such representations, warranties, covenants, agreements, conditions and obligations, covenants and agreements . (h) Neither Buyer nor Seller shall have any right to set forth in off any unresolved indemnification claim pursuant to this Agreement Article XIII against any payment due pursuant to Article II or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, Article III or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyother Transaction Agreement.

Additional Indemnification Provisions. (a) With The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under set forth in ARTICLE X of this Agreement or any other certificate executed or delivered in connection with the Closing: (i) each such obligation Deductible Losses shall be calculated on an After-Tax Basis and Basis; (ii) all Losses shall be net of any third-party insurance proceeds Eligible Insurance Proceeds; (iii) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party pursuant to this ARTICLE X with respect to the inaccuracy or breach of a representation or warranty made by the Parent 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 calculation of the Final Actual Closing Solvency Capital; (iv) the Indemnifying Party shall be liable to the Indemnified Party for any Losses to the extent incurred in connection with the 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 under this Agreement; (v) solely with respect to claims that are recoverable not Third Party Claims, the Indemnified Party shall be liable to the Indemnifying Party for any Losses to 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; (vi) in connection with no event shall the facts giving rise Parent have any liability or obligation to any Acquiror Indemnified Party to the right extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reflected or reserved for in the Final Actual Closing Solvency Capital Worksheet and taken into account in the calculation of indemnificationthe Final Actual Closing Solvency Capital; and (vii) notwithstanding anything contained in this Agreement to the contrary, for purposes of ARTICLE VII and 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 Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, 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 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. (b) If Any amount payable by an Indemnifying Party makes pursuant to this ARTICLE X shall be paid promptly and without reduction, and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to the provisions of this Article VIIARTICLE X, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated, to the extent amount of such paymentEligible Insurance Proceeds, but not in excess of the amount actually reimbursed by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to any insurance benefits or other claims in respect of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesclaim. (c) The right to To the extent permitted by applicable Law, the parties hereto shall treat any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment made under this Agreement as an adjustment to the Share Purchase Price. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in any of part, by third party insurance coverage, the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any Indemnified Party shall promptly give notice or knowledge acquired (or capable of being acquired), with respect thereof to the accuracy or inaccuracy Indemnifying Party (a “Notice of or compliance withInsurance”). If the Indemnifying Party so requests within 180 days after receipt of a Notice of Insurance, any the Indemnified Party shall use its commercially reasonable efforts to seek to collect insurance proceeds under such representation, warranty, covenant or agreementthird party insurance coverage; provided, however, that notwithstanding anything the Indemnified Party has no obligation to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach ofcommence, or inaccuracy inthreaten or otherwise seek to commence, any representation or warranty made herein thatAction against any Person, as of the date hereofincluding any Governmental Authority, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to collect insurance proceeds under such breach or inaccuracythird party insurance coverage.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedule or would be duplicative of amounts paid by the Sellers pursuant to Section 2.10 or Section 5.14, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedules, or (ii) to the extent such Losses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of such paymentany representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to all rights and remedies Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. (a) With The CCR Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(d) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.04, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in a CCR Assumed Contract (other than in the event where such CCR Assumed Contract is a CCR Material Contract that the CCR Parties failed to identify as requiring consent or notice on Section 3.12(a) of the CCR Disclosure Schedule) or a CCBCC Assumed Contract (other than in the event where such CCBCC Assumed Contract is a CCBCC Material Contract that the CCBCC Parties failed to identify as requiring consent or notice on Section 4.12(a) of the CCBCC Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the CCR Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that: (i) the CCR Parties shall have no liability to indemnify any CCBCC Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (A) to the extent such Losses are included in the CCR Assumed Liabilities reflected on the CCR Final Amounts Schedules or would be duplicative of amounts paid by the CCR Parties pursuant to Section 2.12(a) or Section 5.14(a), or (B) to the extent such paymentLosses are caused by or result from any action (I) that after the date hereof the CCBCC Parties request the CCR Parties to take or refrain from taking in writing pursuant to Section 5.01(a) (other than actions the CCR Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to all rights a written consent from CCBCC specifically authorizing such action, but only as long as the CCR Parties’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a CCR Party hereunder, or (III) that the CCR Parties or any of their Affiliates, having sought CCBCC ‘s consent pursuant to Section 5.01(a), did not take as a result of CCBCC having unreasonably withheld, delayed or conditioned the requested consent, other than, in the case of clauses (I) and remedies of (II), any such Losses constituting costs and expenses specifically and intentionally incurred by the CCR Parties to take any such action requested by the CCBCC Parties and agreed to by the CCR Parties; and (ii) the CCBCC Parties shall have no liability to indemnify any CCR Indemnified Party to any insurance benefits or other claims of the Indemnified Party under this Agreement with respect to any Losses (A) to the extent such Losses and with respect are included in the CCBCC Assumed Liabilities reflected on the CCBCC Final Amounts Schedules or would be duplicative of amounts paid by the CCBCC Parties pursuant to Section 2.12(b) or Section 5.14(b), or (B) to the claim giving rise extent such Losses are caused by or result from any action (I) that after the date hereof the CCR Parties request the CCBCC Parties to take or refrain from taking in writing pursuant to Section 5.01(b) (other than actions the CCBCC Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to a written consent from CCR or its designees specifically authorizing such action, but only as long as the CCBCC Parties’ request for written consent to such Losses. action was not related to curing a breach of any representation, warranty or covenant of a CCBCC Party hereunder, or (cIII) The right to indemnification that the CCBCC Parties or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreementstheir Affiliates, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredhaving sought CCR ‘s consent pursuant to Section 5.01(b), with respect to did not take as a result of CCR or its designees having unreasonably withheld, delayed or conditioned the accuracy or inaccuracy requested consent, other than, in the case of or compliance withclauses (I) and (II), any such representation, warranty, covenant Losses constituting costs and expenses specifically and intentionally incurred by the CCBCC Parties to take any such action requested by the CCR Parties or agreement; provided, however, that notwithstanding anything their designees and agreed to by the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyCCBCC Parties.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Article XI, all Losses shall be net of any third-party insurance and indemnity proceeds (other than the proceeds of the R&W Policy) that have been are actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (b) If it being agreed that if such 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 shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made), in each case net of any costs incurred to recover such amounts or any increase in premiums resulting from such claim. Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIXI (excluding, such for the avoidance of doubt, any recovery by Purchaser from the R&W Policy), the Indemnifying Party shall be subrogated, to the extent of such payment, to any and all rights and remedies of that the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise 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 determining whether there has been a breach or inaccuracy of any representation or warranty, or the amount of any Loss related to any such Losses. (cbreach or inaccuracy, under Section 11.2(a)(i) The right to indemnification or other remedy based on any representationsSection 11.3(a)(i), warranties, obligations, covenants the representations and agreements warranties set forth in this Agreement or and in any schedule or 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 Ancillary Agreements, will phrase “in all material respects” set forth in Section 3.5(a) and (ii) the representations and warranties set forth in clause (x) of Section 3.6. The right to indemnification shall not be affected by any investigation or audit conducted with respect to, prior to or after Closing or the knowledge of any notice or knowledge acquired (or capable party of being acquired), with respect to the accuracy or inaccuracy any breach of or compliance with, any such a representation, warrantywarranty or covenant by any other party at any time. Each Party shall have the right, covenant irrespective of any knowledge or agreement; providedinvestigation, howeverto rely fully on the representations, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) warranties and covenants of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of other Parties in this Agreement and the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyAncillary Agreements.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party amounts that are actually recovered under insurance proceeds policies or that have been recovered or are recoverable by the Indemnified Party pursuant to any third party or other cash receipts or sources of reimbursement in connection with the facts giving rise respect of such Loss, and (ii) Seller shall not be liable for any Losses to the right extent that such Losses suffered by any Buyer Indemnified Party (A) result from the negligence or willful misconduct by such Buyer Indemnified Party, (B) result from the failure of indemnificationsuch Buyer Indemnified Party to take commercially reasonable action to mitigate such Losses, (C) result from the operation of the Business, or any event or occurrence, after the Closing or (D) are caused by or result from any action (I) that Seller is required, permitted or requested to take pursuant to Section 6.01 (including pursuant to the Consent of Buyer) or (II) that Seller, having sought Xxxxx’s Consent pursuant to Section 6.01, did not take as a result of Buyer having unreasonably withheld, conditioned or delayed the requested Consent. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIXII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right Any claim for Losses by a Buyer Indemnified Party pursuant to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not Section 12.02 that may be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredasserted pursuant to Section 12.02(b)(ii), with respect and that may also be asserted under the R&W Insurance Policy, shall first be asserted under the R&W Insurance Policy, and the Buyer Indemnified Party shall use commercially reasonable efforts to recover Losses for such claim under the R&W Insurance Policy. If, and only to the accuracy or inaccuracy of or compliance withextent, any a Buyer Indemnified Party is unable to recover all such representationLosses under the R&W Insurance Policy, warranty, covenant or agreementthe Buyer Indemnified Party may make a claim for such Losses under Section 12.02(b)(ii); provided, however, that notwithstanding anything to if a Buyer Indemnified Party subsequently recovers all or any portion of such Losses under the contrary contained hereinR&W Insurance Policy, except as set forth on Buyer will reimburse Seller for any amounts paid for such Losses under Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy12.02(b)(ii).

Additional Indemnification Provisions. (a) With respect to each indemnification Each party’s obligation under this Agreement is unique. If any party should breach his or its covenants under this Agreement after Closing, the parties each acknowledge that it would be impracticable to measure the resulting damages; accordingly, the nonbreaching party or parties, in addition to any other available rights or remedies they may have under the terms of this Agreement, may sxx in equity for specific performance, and each party expressly waives the defense that a remedy in damages will be adequate. (ib) each such obligation All indemnification payments made pursuant to this Article IX shall be calculated on treated as an After-Tax Basis adjustment to the Purchase Price unless otherwise required by Law. (c) Subject to Section 10.16, the parties acknowledge and (ii) agree that their sole and exclusive remedy with respect to any and all Losses claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be net pursuant to the indemnification provisions set forth in this Article IX. (d) Payments by an Indemnifying Party pursuant to Article IX in respect of any third-party Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds that have been recovered and any indemnity, contribution or are recoverable other similar payment received or reasonably expected to be received by the Indemnified Party in connection with the facts giving rise respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to the right of indemnificationrecover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. (be) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (f) If an Indemnifying Party makes any payment for remediation or other cleanup (collectively, “Cleanup”) at any Real Property is required and the Companies and the Stockholders are responsible in whole or part therefor under this Article IX, then (i) such Cleanup shall be performed so as to minimize any suspension, interference or other disruption of Buyer’s operations (and any Losses suffered relating to any such suspension, interference or incurred other disruption of such operations, whether or not so minimized, shall also be indemnified by an Indemnified Party pursuant the Companies and the Stockholders), and (ii) Buyer shall have the right to approve the provisions of this Article VIIdetailed plan to effect the Cleanup, such Indemnifying Party approval not to be unreasonably withheld, including the Persons who will perform the Cleanup, and the Cleanup shall not be subrogatedinitiated without Buyer’s prior written consent, provided that the Companies and the Stockholders shall have no obligation to effect any Cleanup beyond that required by Law except to the extent any Cleanup is also the subject of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyhereunder.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all The amount of any Losses for which indemnification is provided under this Article VIII shall be net of any third-party (A) insurance proceeds that have been (other than proceeds from the R&W Insurance Policy) actually recovered or are recoverable by the Indemnified Party in respect of such Losses (net of any out-of-pocket costs incurred in connection with such recovery and any increases in premium) and (B) recoveries from third parties (other than recoveries from the facts giving rise R&W Insurance Policy) pursuant to the right indemnification or otherwise (net of indemnificationany out-of-pocket costs incurred in connection with such recovery). (bii) If an any Indemnified Party receives such insurance proceeds or indemnity or similar payments (other than proceeds or payments from the R&W Insurance Policy) after being indemnified with respect to some or all of any Losses, such Indemnified Party shall pay to the Indemnifying Party makes any the lesser of (A) the amount of such insurance proceeds or indemnity or similar payment for any Losses suffered or actually received, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (B) the aggregate amount paid by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (ciii) No Indemnifying Party shall be liable pursuant to this Article VIII for any punitive or special damages except, in each case, to the extent constituting part of a Third Party Claim. (iv) For the purposes of this Article VIII, any inaccuracy in or breach of any representation or warranty of the Company, Parent or Newco shall be determined (both for purposes of determining whether an inaccuracy or breach has occurred and the amount of Losses attributable thereto) without giving effect to any materiality, Company Material Adverse Effect or similar qualification contained in or otherwise applicable to any such representation or warranty, except for Section 3.6(b)(ii) and the definition of Material Contract. (v) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in pursuant to this Agreement or in any of the Ancillary Agreements, will Article VIII shall not be affected by any investigation conducted with respect toat any time, or any notice or knowledge acquired (or capable of being acquired)) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of of, or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) no Parent Covered Party may bring a claim for breach of the ABI Disclosure Letter, ABI shall not have second sentence of Section 3.22 if any liability relating to any Parent Covered Party had actual knowledge of the facts resulting in such breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of delivery of the breach Closing Statement or inaccuracy if such claim is with respect to any item of Closing Date Indebtedness or Seller Expenses that were reflected in the calculation of the representation Final Merger Consideration. (vi) Each Company Securityholder expressly waives any right of indemnification (including, for the avoidance of doubt, pursuant to Section 5.5), contribution from, subrogation to or warranty recovery against the Acquired Companies in connection with any Losses to be paid to the Parent Covered Parties under this Article VIII. (vii) Amounts paid to or on behalf of the facts relating Company Securityholders or Parent as indemnification under this Article VIII or any other remedy based on covenants and agreements in this Agreement shall be treated as adjustments to such breach or inaccuracythe aggregate Final Merger Consideration payable hereunder for all foreign, U.S. federal, state and local income Tax purposes unless otherwise required by applicable Law.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be (a) net of any Tax benefits actually realized in the two year period immediately following the Closing Date by the Indemnified Party in connection with the incurrence of such Covered Loss and (b) net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable 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. (b) If , 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 makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of the indemnification payment made), in each case, net of any deductible thereunder and the out-of-pocket costs incurred in connection with obtaining such payment, to all rights and remedies recovery. For purposes of determining the Indemnified Party to existence of any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect toinaccuracy in, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that(other than Section 3.7(a) (Absence of Changes or Events)) calculating the amount of Covered Losses incurred in connection with any such inaccuracy in, as of the date hereofor breach of, any Buyer Party had Knowledge of such representation or warranty, all such representations and warranties shall be treated as if the breach words “materially,” “in all material respects,” “Industrial Wood Material Adverse Effect,” “Purchaser Material Adverse Effect” or inaccuracy of the similar words were omitted from such representations and warranties, except with respect to any representation or warranty or of that requires Seller to affirmatively list on the facts relating to such breach or inaccuracySeller Disclosure Schedules “material” items.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net reduced by (a) any cash 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 insurance, indemnity, contribution, reimbursement or similar proceeds that have been recovered or are recoverable by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. indemnification (b) If 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 makes 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, 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. Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VII, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of or claims which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such Losses. (c) The right assignment is not permitted, use commercially reasonable efforts to indemnification recover in respect of such rights or other remedy based claims against the third parties on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any behalf of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With respect to each the indemnification obligation under set forth in this Agreement Article XI: (i) each such obligation shall be calculated on an After-Tax Basis and (iia) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable in cash, net of directly related premium adjustments, by the Indemnified Party in connection with the facts giving rise to the right of indemnification. , and (b) If each party shall use reasonable efforts to mitigate any Losses for which that party seeks indemnification pursuant to this Article IX. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter for which an Indemnifying Party makes any payment for any Losses suffered or has previously indemnified it pursuant to this Article IX, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by an it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party pursuant to in respect of such claim and (ii) any amount expended by the provisions Indemnifying Party in pursuing or defending any claim arising out of this Article VIIsuch matter. Upon payment in full of any such amounts recovered, such the Indemnifying Party shall be subrogated, subrogated to the extent of such payment, payment to all the rights and remedies of the Indemnified Party to against any insurance benefits or Person (other claims of the than an Indemnified Party with respect to such Losses and Party) with respect to the claim giving rise subject matter of such claim. Any Indemnified Party shall assign or otherwise reasonably cooperate with the Indemnifying Party to such Losses. (c) The right to indemnification or other remedy based on pursue any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect toclaims against, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance withotherwise recover amounts from, any such representation, warranty, covenant Person liable or agreement; provided, however, that notwithstanding anything responsible for any Losses for which indemnification has been received pursuant to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracythis Agreement.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this contained in a Transaction Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationindemnification (it being agreed that if third-party insurance 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 remitted to the Indemnifying Party to the extent of the indemnification payment made, after deducting related costs and expenses of making such insurance claims and any resulting increased premium costs), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable 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, and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect or punitive damages, except to the extent actually required to be paid to a Governmental Authority or other third party. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all The rights and remedies of the Indemnified Party to any insurance benefits party in respect of any inaccuracy or other claims breach of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; providedagreement shall in no way be limited by the fact that the act, howeveromission, that notwithstanding anything occurrence or other state of facts or circumstances upon which any claim of any such inaccuracy or breach is based may also be the subject matter of any other representation, warranty, covenant or agreement as to the contrary contained hereinwhich there is no inaccuracy or breach. The representations, except as set forth warranties and covenants of Seller and Buyer’s rights to indemnification with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on Section 7.7(cbehalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the ABI Disclosure Letterfact that Buyer or any of such advisors, ABI shall not consultants or representatives knew or should have known that any liability relating to any breach of, or inaccuracy in, any such representation or warranty made herein thatis, as was or might be inaccurate or by reason of the date hereof, Buyer’s waiver of any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracycondition set forth in Section 8.02.

Additional Indemnification Provisions. (a) With Each of Seller and Buyer agree that with respect to each indemnification obligation under set forth in this Agreement Article VI: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-Eligible Insurance Proceeds, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for any punitive, unforeseeable consequential, or special damages other than punitive or special damages 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, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any 43 amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party shall be covered, in whole or in part, by third party insurance coverage (including the insurance policies maintained for the benefit of Seller prior to the Closing), then any such insurance proceeds that have been recovered or are recoverable actually received by the Indemnified Party, net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an seeking such collection, shall be considered “Eligible Insurance Proceeds”, it being understood that such Indemnified Party pursuant shall use its reasonable efforts to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, make any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyinsurance claim.

Additional Indemnification Provisions. (a) With The CCR Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.04, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in a CCR Assumed Contract (other than in the event where such CCR Assumed Contract is a CCR Material Contract that the CCR Parties failed to identify as requiring consent or notice on Section 3.12(a) of the CCR Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder or a CCBCC Assumed Contract (other than in the event where such CCBCC Assumed Contract is a CCBCC Material Contract that the CCBCC Parties failed to identify as requiring consent or notice on Section 4.12(a) of the CCBCC Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the CCR Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that: (i) the CCR Parties shall have no liability to indemnify any CCBCC Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (A) to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect are included in the CCR Assumed Liabilities reflected on the CCR Final Amounts Schedule or would be duplicative of amounts paid by the CCR Parties pursuant to Section 2.12(a) or Section 5.14(a), or (B) to the claim giving rise to extent such Losses. Losses are caused by or result from any action (cI) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of after the date hereof, any Buyer Party had Knowledge of hereof the breach CCBCC Parties request the CCR Parties to take or inaccuracy of refrain from taking in writing pursuant to Section 5.01(a) (other than actions the representation CCR Parties are already obligated to take or warranty or of the facts relating to such breach or inaccuracy.refrain from taking under this Agreement),

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) or any other document executed in connection with the Closing, all Losses shall be net of any third-party insurance proceeds that have been actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII13, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification For the avoidance of doubt, Losses covered by Section 13.01(a) or other remedy based on any representations, warranties, obligations, covenants Section 13.01(b) may include Losses incurred in connection with a Third Party Claim or otherwise and agreements set forth in this Agreement or in any Losses that arise as a result of the Ancillary Agreementsnegligence, will not be affected by strict liability or any investigation conducted with respect toother liability under any theory of law or equity of, or violation of any notice Law by, the Person indemnified thereunder. (d) Notwithstanding any other provision to the contrary, neither Seller nor Purchaser shall be required to indemnify, defend or knowledge acquired (hold harmless any Purchaser Indemnified Party or capable of being acquiredSeller Indemnified Party, respectively, against, or reimburse any Purchaser Indemnified Party or Seller Indemnified Party, respectively, for, any Losses pursuant to Section 13.01(a) or Section 13.01(b), respectively, with respect to the accuracy any claim (except for a claim of knowing and intentional fraud) unless such claim (together with any other prior claim) involves Losses in excess of $5,000,000, after which Seller or inaccuracy Purchaser, respectively, shall be obligated to indemnify, defend or hold harmless such Purchaser Indemnified Party or Seller Indemnified Party, respectively, for such aggregate Losses up to a total of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy$100,000,000.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this All indemnifiable Losses incurred in connection with any Transaction Agreement (i) each such obligation or any other document executed in connection with the Closing shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of offset by any third-party insurance proceeds (net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds) that have actually been recovered or are recoverable by the Indemnified Party Person in connection with the facts giving rise to the right of indemnificationindemnification shall be calculated on an After-Tax Basis; provided, however, that neither the Indemnified Person nor his, her or its Affiliates shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article VIII, except in connection with a claim for indemnification based on breach of any representations and warranties in Section 3.18, in which case the Acquiror shall use commercially reasonable efforts to pursue available claims under any applicable title insurance policies. Notwithstanding anything to the contrary herein, Seller shall have no liability to indemnify any Acquiror Indemnified Person with respect to any Liability that is specifically reflected as a liability in the Final Closing Statement solely to the extent of any amount reflected thereunder. (b) If an Indemnifying Party Person makes any payment for any Losses suffered or incurred by an Indemnified Party Person pursuant to the provisions of this Article VIIVIII, such Indemnifying Party Person shall be subrogated, to the extent of the amount of such payment, to all rights and remedies of the Indemnified Party Person to any insurance benefits or other claims of the Indemnified Party Person as against any other Persons with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable 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. (b) If , 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 makes 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 Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise to subject matter underlying such Losses. (c) The right to indemnification or other remedy based on claim, and the Indemnified Party shall assign any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect such rights to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to Indemnifying Party and otherwise cooperate with the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Indemnifying Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyin seeking recovery thereunder.

Additional Indemnification Provisions. (a) With AIG, AHAC and TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under this set forth in Article VIII, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any third-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, (C) 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 (E) 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. (b) Any amount payable by an Indemnifying Party pursuant to this Article VIII 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 from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to this Article VIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within one hundred and eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds that have been recovered or are recoverable thereunder, in which event all such proceeds actually received, net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIseeking such collection, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesconsidered “Eligible Insurance Proceeds. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.”

Additional Indemnification Provisions. (a) With respect to each indemnification Each party’s obligation under this Agreement (i) is unique. If any party should breach its covenants under this Agreement, the parties each such obligation shall acknowledge that it would be calculated on an After-Tax Basis impracticable to measure the resulting damages; accordingly, the nonbreaching party or parties, in addition to any other available rights or remedies they may have under the terms of this Agreement, may xxx in equity for specific performance, and (ii) all Losses shall each party expressly waives the defense that a remedy in damages will be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationadequate. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party All indemnification payments made pursuant to the provisions of this Article VII, such Indemnifying Party IX shall be subrogated, treated as an adjustment to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such LossesPurchase Price unless otherwise required by Law. (c) The parties hereto hereby consent to the non-exclusive jurisdiction of any court in which a claim is brought against any Buyer Indemnitee for purposes of any claim that any Buyer Indemnitee may have under this Agreement with respect to such claim or the matters alleged therein, and agree that process may be served on them with respect to such a claim anywhere in the world. (d) The waiver of any condition shall not in any manner affect any right to indemnification or other remedy based on any representationsprovided by this Agreement, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect including waivers relating to the accuracy of any representations or inaccuracy warranties or the performance or observance of or compliance with, any such representation, warranty, covenant or other agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c. (e) The provisions of this Article IX shall be enforceable regardless of the ABI Disclosure Letterbasis on which Liability is asserted, ABI including strict liability. (f) If any remediation or other cleanup (collectively, “Cleanup”) at any Real Property is required and Seller is responsible in whole or part therefor under this Article IX, then (i) such Cleanup shall not have be performed so as to minimize any liability suspension, interference or other disruption of Buyer’s operations (and any Losses relating to any breach ofsuch suspension, interference or inaccuracy inother disruption of such operations, whether or not so minimized, shall also be indemnified by Seller), and (ii) Buyer shall have the right to approve the detailed plan to effect the Cleanup, such approval not to be unreasonably withheld, including the Persons who will perform the Cleanup, and the Cleanup shall not be initiated without Buyer’s prior written consent, provided that Seller shall have no obligation to effect any Cleanup beyond that required by Law except to the extent any Cleanup is also the subject of any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyhereunder.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Agreement: (i) each such obligation shall be calculated on reduced by any net Tax benefit actually realized in cash by the Indemnified Party during the taxable period in which such Loss arises or the immediately succeeding taxable period (excluding, for the avoidance of doubt, any Tax benefit that represents only an After-acceleration of the timing with respect to which a loss, deduction, or other tax attribute is taken into account, rather than a Tax Basis benefit that results in permanent reduction in Tax Liability) and (ii) all Losses shall be net of any third-party insurance proceeds amounts (less Recovery Expenses) that have been actually recovered or are recoverable 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 connection respect of such Loss; provided that in the event any amounts recovered under insurance policies or other sources are not received before any claim for indemnification is paid, the Indemnifying Party shall pay the full amount of the Loss, and the Indemnified Party shall pursue recovery for all amounts paid in indemnification under such insurance policies; provided further, that nothing herein shall (A) apply to any self-insurance or (B) be deemed to obligate any Indemnified Party or any of its Affiliates to maintain any insurance policies (other than the R&W Policy) after the Closing Date or take any Action against any insurance carriers or other third parties with the facts giving rise respect to the right of indemnificationany such claim. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIXII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims Claims of the Indemnified Party with respect to such Losses and with respect to the claim Claim giving rise to such Losses, in each case, to the extent permitted by the applicable insurance policies. (c) The right In the event an Indemnified Party recovers Losses in respect of a claim of indemnification under this Article XII, no other Indemnified Party will be entitled to indemnification recover the same Losses in respect of such claim for indemnification. If Losses fall into multiple categories of Section 12.02 or other remedy based on Section 12.03, an Indemnified Party may seek recovery under such multiple categories but may only recover such Losses one time, and any representations, warranties, obligations, covenants and agreements set forth Losses accounted for in this Agreement or in any of the Ancillary Agreements, will Final Purchase Price Adjustment shall not be affected by any investigation conducted with respect to, recoverable pursuant to Section 12.02 or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy12.03.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered or are recoverable 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 (bnet of any expenses incurred to recover such amounts and any resulting increase in premiums) If an shall be promptly remitted to the Indemnifying Party makes 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 Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits third party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or other claims of the Indemnified Party with respect to such Losses and Business with respect to the claim giving rise subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any the Indemnifying Party upon the written request of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyIndemnifying Party.

Additional Indemnification Provisions. (a) With The CCBU Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.04, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in a CCBU Assumed Contract (other than in the event where such CCBU Assumed Contract is a CCBU Material Contract that the CCBU Parties failed to identify as requiring consent or notice on Section 3.12(a) of the CCBU Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder or a CCBCC Assumed Contract (other than in the event where such CCBCC Assumed Contract is a CCBCC Material Contract that the CCBCC Parties failed to identify as requiring consent or notice on Section 4.12(a) of the CCBCC Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the CCBU Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that: (i) the CCBU Parties shall have no liability to indemnify any CCBCC Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (A) to the extent such Losses are included in the CCBU Assumed Liabilities reflected on the CCBU Final Amounts Schedule or would be duplicative of amounts paid by the CCBU Parties pursuant to Section 2.12(a) or Section 5.14(a), or (B) to the extent such paymentLosses are caused by or result from any action (I) that after the date hereof the CCBCC Parties request the CCBU Parties to take or refrain from taking in writing pursuant to Section 5.01(a) (other than actions the CCBU Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to all rights a written consent from CCBCC specifically authorizing such action, but only as long as the CCBU Parties’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a CCBU Party hereunder, or (III) that the CCBU Parties or any of their Affiliates, having sought CCBCC ‘s consent pursuant to Section 5.01(a), did not take as a result of CCBCC having unreasonably withheld, delayed or conditioned the requested consent, other than, in the case of clauses (I) and remedies of (II), any such Losses constituting costs and expenses specifically and intentionally incurred by the CCBU Parties to take any such action requested by the CCBCC Parties and agreed to by the CCBU Parties; and (ii) the CCBCC Parties shall have no liability to indemnify any CCBU Indemnified Party to any insurance benefits or other claims of the Indemnified Party under this Agreement with respect to any Losses (A) to the extent such Losses and with respect are included in the CCBCC Assumed Liabilities reflected on the CCBCC Final Amounts Schedule or would be duplicative of amounts paid by the CCBCC Parties pursuant to Section 2.12(b) or Section 5.14(b), or (B) to the claim giving rise extent such Losses are caused by or result from any action (I) that after the date hereof the CCBU Parties request the CCBCC Parties to take or refrain from taking in writing pursuant to Section 5.01(b) (other than actions the CCBCC Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to a written consent from CCBU specifically authorizing such action, but only as long as the CCBCC Parties’ request for written consent to such Losses. action was not related to curing a breach of any representation, warranty or covenant of a CCBCC Party hereunder, or (cIII) The right to indemnification that the CCBCC Parties or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreementstheir Affiliates, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredhaving sought CCBU’s consent pursuant to Section 5.01(b), with respect to did not take as a result of CCBU having unreasonably withheld, delayed or conditioned the accuracy or inaccuracy requested consent, other than, in the case of or compliance withclauses (I) and (II), any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the CCBCC Parties to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of CCBU Parties and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyCCBCC Parties.

Additional Indemnification Provisions. (a) With The Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third-party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.02, no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in an Assumed Contract (other than in the event where such Assumed Contract is a Material Contract that the Sellers failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Sellers and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Sellers shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included in the Assumed Liabilities reflected on the Final Amounts Schedules or are to be incurred by the Buyer pursuant to Section 5.22 arising from the Buyer’s disposition of Obsolete Inventory, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Sellers to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Sellers are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Sellers’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a Seller hereunder, or (C) that the Sellers or any of their Affiliates, having sought the Buyer’s consent pursuant to Section 5.01, did not take as a result of the Indemnified Party to any insurance benefits Buyer having unreasonably withheld, delayed or conditioned the requested consent, other claims than, in the case of the Indemnified Party with respect to such Losses clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything Losses constituting costs and expenses specifically and intentionally incurred by the Sellers to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySellers.

Additional Indemnification Provisions. (a) With The parties hereto agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under this set forth in Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing, following the Closing: (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any third-party insurance proceeds 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 have been recovered or are recoverable 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 the facts giving rise a Third Party Claim, (C) any Losses to the right extent not the probable and reasonably foreseeable result of indemnificationany 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 (E) 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 under this Agreement; 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 portion thereof, as applicable, for which indemnification or liability is sought hereunder is reflected in or taken into account for purposes of the adjustments in Section 2.04 or 2.05. (b) If Any amount finally determined to be payable by an Indemnifying Party makes pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to the provisions of this Article VIIX, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties hereto shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party (a “Notice of Insurance”). If the Indemnifying Party so requests within one hundred eighty (180) days after receipt of a Notice of Insurance, the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such proceeds actually received shall be considered “Eligible Insurance Proceeds.” (e) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to or its Affiliates may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and Persons with respect to the subject matter underlying such indemnification claim giving rise and the Indemnified Party shall take such actions as the Indemnifying Party may reasonably request to perfect such Lossessubrogation or to pursue such rights against such other Persons as the Indemnified Party or its Affiliates may have. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With The Seller and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation under obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that which have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii), no party shall have the obligation to indemnify any other Person with respect to any Losses to the extent relating to any failure by the parties to obtain the consent of any Person required in a contract to which the Company is a party (other than in the event where such contract is a Material Contract that the Seller and the Company failed to identify as requiring consent or notice on Section 3.12(a) of the Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (b) If an Indemnifying In addition to, and not in limitation of, the foregoing, the Seller and the Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that the Seller shall have no liability to indemnify any Buyer Indemnified Party makes any payment for under this Agreement with respect to any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, (i) to the extent such Losses are included on the Final Net Working Capital Schedule or would be duplicative of amounts paid by the Seller pursuant to Section 5.14, or (ii) to the extent such paymentLosses are caused by or result from any action (A) that after the date hereof the Buyer requests the Seller or the Company to take or refrain from taking in writing pursuant to Section 5.01 (other than actions the Seller or the Company are already obligated to take or refrain from taking under this Agreement), (B) taken pursuant to all rights and remedies a written consent from the Buyer specifically authorizing such action, but only as long as the Seller’s request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of the Indemnified Party Seller or the Company hereunder, or (C) that the Seller, the Company or any of their Affiliates, having sought the Buyer’s consent pursuant to any insurance benefits or other claims Section 5.01, did not take as a result of the Indemnified Party with respect to such Losses Buyer having unreasonably withheld, delayed or conditioned the requested consent, other than, in the case of clauses (A) and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquiredB), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant Losses constituting costs and expenses specifically and intentionally incurred by the Seller or agreement; provided, however, that notwithstanding anything the Company to take any such action requested by the contrary contained herein, except as set forth on Section 7.7(c) of Buyer and agreed to by the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySeller.

Additional Indemnification Provisions. (a) With respect Any Indemnification Claim to each indemnification obligation under this Agreement (i) each such obligation be made by Remark or the Stockholders, as the case may be, shall be calculated made on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise prior to the right expiration of indemnificationthe applicable survival period set forth in Section 8.1, except as otherwise provided therein. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party Except with respect to any claim based upon fraud or willful misrepresentation or misconduct, none of the Remark Indemnified Parties or Company Indemnified Parties shall be permitted to recover any Losses under Section 8.2 or Section 8.3, respectively, unless and until the aggregate amount of Losses under such Section considered together exceeds Fifty Thousand Dollars ($50,000); provided that any Losses under Section 8.2(a)(iii) are excluded from this calculation, and the Remark Indemnified Parties shall be entitled to payment thereunder for all such Losses and with respect to from the claim giving rise to such Lossesfirst dollar. (c) Except with respect to any claim based upon fraud or willful misrepresentation or misconduct by the Company or the Stockholders and as provided in Section 8.2(b), in no event shall the total indemnification to be paid under Section 8.2 for Losses arising with respect to all matters exceed the value of the Escrow Account. (d) The right of the Indemnified Parties to indemnification or to assert or recover on any Indemnification Claim shall not be affected by any investigation conducted, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or performance of, or compliance with, any of the representations, warranties, covenants or agreements set forth in this Agreement or any of the other Transaction Documents. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, shall not affect the right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. (e) For purposes of this Article VIII, all Losses shall be computed net of any insurance coverage with respect thereto that reduces the Losses that would otherwise be sustained; provided, however, that notwithstanding in all cases, the timing of the receipt or realization of insurance proceeds shall be taken into account in determining the amount of reduction of Losses. (f) Notwithstanding anything to the contrary contained hereinin this Agreement, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI in no event shall not any party hereto have any liability relating hereunder to any breach ofother party hereto for consequential, indirect or inaccuracy in, incidental damages of any representation kind or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach nature or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracylost profits.

Additional Indemnification Provisions. (a) With respect To the extent an Indemnity Loss gives rise to each indemnification obligation an Indemnity Claim by a Company Indemnified Person (i) under more than one provision of this Agreement (i) each including, for example, multiple representations, warranties or covenants), such obligation shall be calculated on an After-Tax Basis Company Indemnified Person may seek recovery under any or all such provisions and clauses, and (ii) all Losses under one or more provisions of this Agreement, such Company Indemnified Person shall be net 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 (ii), notwithstanding anything to the contrary herein or in any third-party insurance proceeds that have been recovered or are recoverable other Transaction Document, any Indemnity Loss under this Agreement shall be determined without duplication of recovery for the same Loss by reason of the Indemnified Party in connection with the state of facts giving rise to the right such Indemnity Loss constituting a breach of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such more than one representation, warranty, covenant or agreement; provided, however, that notwithstanding anything agreement of this Agreement or any other Transaction Document. (b) The amount for which any Indemnifying Person shall be liable with respect to any Indemnity Loss incurred by any Company Indemnified Person shall be reduced to the contrary contained hereinextent that such Company Indemnified Person shall theretofore have actually realized any proceeds (net of any costs or expenses expended by such Company Indemnified Person in seeking such proceeds, except as set forth on Section 7.7(cincluding the present value of any increases in insurance premiums) recovered from Third Parties (including insurers) with respect to such Indemnity Loss or any of the ABI Disclosure Letterevents, ABI 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 an Indemnifying Person has indemnified and paid it pursuant to this Article VIII such Company Indemnified Person will promptly pay over to the Indemnifying Person the amount so recovered, received or accrued (net of any reasonable costs to such Company Indemnified Person to obtain such recovery), but not in excess of any amount previously so paid by the Indemnifying Person to or on behalf of the Company Indemnified Person in respect of such matter. (d) If any Person is required to withhold or deduct any Taxes from or in respect of any amount payable pursuant to this Article VIII, the amount payable by such Person shall not have any liability relating be increased as may be necessary so that after withholding or deducting all Taxes, including withholdings or deductions applicable to any breach ofadditional amount payable under this Section 8.6(d), the 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 inaccuracy in, deducted. (e) All amounts owed by an Indemnifying Person under this Article VIII shall be paid promptly (but in any representation or warranty made herein that, as of event within five Business Days from the date hereof, any Buyer Party had Knowledge of determination of such amounts owed) by the breach or inaccuracy Indemnifying Person through wire transfer of immediately available funds to the representation or warranty or of account designated in writing by the facts relating Company Indemnified Person entitled to such breach or inaccuracypayment.

Additional Indemnification Provisions. (a) With The 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 under set forth in this Agreement Article X, such Losses: (i) each such obligation shall be calculated on an After-Tax Basis and 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 third-party increase in insurance proceeds that have been recovered premiums or are recoverable 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 Third-Party Proceeds”), (iii) shall not include (A) any punitive damages other than punitive damages recovered by third parties in connection with the facts giving rise a Third Party Claim, (B) any Losses to the right extent not the reasonably foreseeable result of indemnificationany 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 this Agreement (provided that this clause (B) shall not apply to any Losses that are recovered by third parties in connection with a Third Party Claim) and (C) without limiting Section 10.07(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 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, defense or resolution of any Third Party Claim, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses incurred in connection with or in resolution of any Third Party Claim); and (iv) shall be reduced by any amount specifically reflected and reserved for such Loss on the Financial Statements as of March 31, 2014. (b) If Any amount payable by an Indemnifying Party makes pursuant to this Article X shall be paid promptly and payment shall not be delayed or reduced pending any payment for determination of Eligible Third-Party Proceeds. In any Losses suffered or incurred by case where an Indemnified Party pursuant recovers any Eligible Third-Party Proceeds, such Indemnified Party shall promptly pay over to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent amount of such paymentEligible Third-Party Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to in respect of such claim and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims defending any claim arising out of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesmatter. (c) The right parties hereto agree to treat and report (and cause their Affiliates to treat and report) any payments received pursuant to this Article X as adjustments to the Purchase Price for all Tax purposes, to the maximum extent permitted by applicable Law. (d) If the Indemnified Party becomes aware that any portion of Losses reimbursed or to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third party insurance coverage provided by a non-Affiliated insurer or by indemnification or other remedy based on any representationscontribution provided by a non-Affiliated third party under a Contract between or among the Indemnified Party and such non-Affiliated third party, warrantiesthe Indemnified Party shall promptly give notice thereof to the Indemnifying Party. If the Indemnifying Party so requests in writing, obligations, covenants and agreements set forth in this Agreement or in any the Indemnified Party shall use its reasonable efforts at the sole cost of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, Indemnifying Party to collect such insurance or any notice or knowledge acquired (or capable of being acquired), other recoverable proceeds with respect to the accuracy or inaccuracy of or compliance with, any such representationLosses. (e) Notwithstanding anything to the contrary in Section 10.07(a)(iii)(C), warrantyin the event of any claim or dispute among the parties hereto as to whether an Acquiror Indemnified Party, covenant on the one hand, or agreementa Seller 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, the non-prevailing party in such claim or dispute shall reimburse the prevailing party for reasonable costs and expenses of investigation, assertion, dispute, enforcement, defense (including any reasonable counterclaim) or resolution, including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, incurred by the prevailing party in connection with such claim or dispute. (f) The parties hereto acknowledge and agree that the same Loss may be subject to indemnification under more than one subsection of Section 10.02(a) or Section 10.03(a), respectively; provided, however, that notwithstanding anything to that, in no event shall the contrary contained hereinSeller Indemnified Parties, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach ofone hand, or inaccuracy inthe Acquiror Indemnified Parties, any representation or warranty made herein thaton the other hand, as of be entitled to duplicative recoveries for the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracysame underlying Loss.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any third-party insurance proceeds that related Eligible Insurance Proceeds and (iii) in no event shall the Indemnifying Party have been recovered or are recoverable by liability to the Indemnified Party in connection with the facts giving rise for any consequential, special, incidental, punitive or exemplary damages (other than (A) any such damages actually paid to any unaffiliated third party or (B) any such damages to the right extent they are reasonably foreseeable (other than, in the case of indemnificationthis subclause (B), any punitive or exemplary damages even if such damages are reasonably foreseeable)). For purposes of this Section 13.06(a), “reasonably foreseeable” shall be determined solely by reference to the conduct of the Business as currently conducted and shall not take into account any current or future plans for the expansion, reduction, modification, improvement or alteration of the Business following the Closing, regardless of whether any such plans are communicated to or otherwise known by Seller or its Affiliates. (b) If an Indemnifying Party makes In any payment for any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any amount in respect of any Loss paid by the Indemnifying Party pursuant to the provisions of this Article VIIXIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of reasonable costs incurred by it in procuring such recovery, which costs shall be subrogatednot exceed the amount so recovered), but not in excess of any amount previously paid by the Indemnifying Party to the extent of such payment, to all rights and remedies or on behalf of the Indemnified Party to any insurance benefits or other claims in respect of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesclaim. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII 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 notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best 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 incurred in connection with such collection (which costs of collection shall not exceed the amount recoverable from such third party). If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been 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 transfer, to the extent 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 amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The right parties shall treat any indemnification payment made under this Agreement as an adjustment to indemnification the Purchase Price. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increase in insurance premiums or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement charges paid or in any reasonably expected to be paid by such Indemnified Party or its Affiliate’s arising out of the Ancillary Agreements, will not such Loss) shall be affected by any investigation conducted with respect to, or any notice or knowledge acquired considered “Eligible Insurance Proceeds.” (or capable f) For purposes of being acquired), with respect to the accuracy or inaccuracy determining whether a breach of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein thatin this Agreement has occurred, as and for calculating the amount of any Loss under this Article XIII, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “Buyer Material Adverse Effect” or other similar qualification contained in or otherwise applicable to such representation or warranty, other than (i) the representation and warranty in Section 5.04(b) and (ii) any use of the date hereof, any Buyer Party had Knowledge of the breach defined terms “Material Contract” or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy“Material Distributor”.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement Agreement: (i) each such obligation shall be calculated on an After-reduced by any Tax Basis and benefit actually realized by the Indemnified Party, (ii) all Losses shall be net of offset by any third-party insurance proceeds that have been recovered or are amounts recoverable 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 connection respect of such Loss, (iii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the facts giving rise Disclosure Schedules or the Final Settlement Statement and (iv) Seller shall not be liable for any Losses to the right extent that such Losses suffered by any Buyer Indemnified Party (A) result from any act or omission by such Buyer Indemnified Party, (B) result from the failure of indemnificationsuch Buyer Indemnified Party to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of the Closing Transferred Assets Amount as reflected on the Final Settlement Statement or (D) result from the operation of the Business after the Closing. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VIIXII, such Indemnifying Party shall be subrogated, to the extent of the amount of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification For purposes of this Article XII and solely for purposes of determining the amount of Losses (but not determining whether there existed a breach of or other remedy based on inaccuracy in any representationsrepresentation or warranty), warranties, obligations, covenants each representation and agreements set forth warranty contained in this Agreement or in any of the Ancillary Agreements, will not shall be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating read without regard to any breach ofmateriality, Material Adverse Effect or inaccuracy in, any similar qualification contained in or otherwise applicable to such representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracywarranty.

Additional Indemnification Provisions. (a) With respect Notwithstanding anything in this Article IX to each indemnification obligation the contrary, none of the Seller Cap, the Purchaser Cap or the Indemnification Threshold shall apply to or against, and Seller or Purchaser, as applicable, shall be liable under this Agreement Article IX for, the entirety of any Losses resulting from, arising out of, in the nature of, or caused by: (i) each such obligation shall be calculated on an After-Tax Basis and any fraudulent, willful or intentional breach by a party of its representations or warranties set forth herein; (ii) all Losses shall be net any breach or inaccuracy in the representations and warranties of Seller contained in Section 3.16 (Tax Matters); or (iii) any third-breach or failure of a party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationperform its obligations under Section 10.2. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of Agreement, including the Ancillary Agreementsschedules hereto, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired)) at any time, whether before or after the date hereof or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI Purchaser shall not have the right to seek indemnification for any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy in the representations and warranties of Seller to the representation or warranty or extent that Xxxx X. Xxxxxx had actual knowledge prior to the Closing of the facts relating to such breach or inaccuracy. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or other remedy based on such representations, warranties, covenants and agreements. (c) The indemnification obligations of the parties hereto shall constitute the sole and exclusive remedies of Purchaser and Seller, respectively, for the recovery of money damages with respect to matters described in this Agreement. Nothing in this Section 9.5(c) is intended to waive or otherwise limit any equitable or other remedies to which a party hereto may be entitled. (d) The parties hereto intend that each representation, warranty, covenant and agreement contained in this Agreement shall have independent significance. If any party hereto has breached any representation, warranty, covenant or agreement contained herein in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached shall not detract from or mitigate the fact that such party is in breach of the first representation, warranty, covenant or agreement.

Additional Indemnification Provisions. (a) With Sellers and Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered (net of any related deductible or are recoverable expenses incurred by it in procuring such recovery) paid or payable to the Indemnified Party or its Affiliates in connection with the facts Losses giving rise to the any right of indemnificationindemnification hereunder, (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any consequential, special, incidental, indirect, punitive or exemplary damages, lost profits, diminution of value or similar items (other than any such damages, lost profits, diminution of value or similar items actually paid to any unaffiliated third party) and (iii) in no event shall Sellers have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is reflected or reserved for or otherwise taken into account in determining the Final Purchase Price. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant Notwithstanding anything contained in this Agreement to the provisions contrary, in the event that any fact, event or circumstance allows Acquiror or one of its Affiliates to seek payment or otherwise results in payment to Acquiror or one of its Affiliates under the terms of the Amended and Restated Reinsurance Agreements and such fact, event or circumstance would also constitute a breach of or inaccuracy in any of Sellers’ representations or warranties under this Agreement, Sellers shall have no liability or obligation under this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party X to any insurance benefits or other claims of the Acquiror Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesbreach or inaccuracy. (c) The right In any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to indemnification or other remedy based on any representationsthis Article X, warrantiessuch Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), obligations, covenants and agreements set forth but not in this Agreement or in any excess of the Ancillary Agreements, will not be affected sum of the amounts previously paid by any investigation conducted with the Indemnifying Party to or on behalf of the Indemnified Party in respect to, or any notice or knowledge acquired of such claim. (or capable d) The parties shall report each indemnification payment made in respect of being acquired), a Loss as an adjustment to the Purchase Price for federal income Tax purposes. (e) Any indemnification obligation hereunder with respect to any Loss shall be calculated after taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except Indemnified Party as set forth on Section 7.7(c) a result of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating event giving rise to such breach or inaccuracyLoss, using reasonable assumptions.

Additional Indemnification Provisions. (a) With respect to each indemnification or advancement of fees or expenses obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party third‑party insurance proceeds (other than any such proceeds received under transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) that have been recovered (net of any costs, fees or are recoverable expenses, including reasonable attorneys' fees and expenses, incurred to procure such proceeds and the amount of any increased insurance premiums, retentions or other costs related to or arising from any related claims or awards) by the Indemnified Party in connection with the facts giving rise to the right of indemnificationindemnification or advancement of fees and expenses, and the Indemnified Party shall seek full recovery under all insurance policies (other than any transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Each party hereto waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (b) If an Indemnifying Party makes The Purchaser Group shall use commercially reasonable efforts, as requested in writing by the Sellers, which are necessary to mitigate against Losses and the Purchaser Group shall use commercially reasonable efforts necessary to pursue any payment rights of recovery against policies of insurance (other than any transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) and third parties with respect to which neither the Purchaser Group nor the Business has a business relationship; provided, that the failure of the Purchaser Group to so mitigate or use commercially reasonable efforts shall only reduce the rights of the Purchaser Group to recover for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of under this Article VII, such Indemnifying Party shall be subrogated, Agreement to the extent of the Losses that would have been avoided by such payment, to all rights mitigation or pursuit or use of commercially reasonable efforts and remedies the burden of proving such amount shall be on the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such LossesSellers. (c) The Losses shall be net of (i) any balance sheet reserves recorded specifically for such Loss as finally established in the Working Capital Adjustment and (ii) any right of set‑off against or other similar gain or benefit from a party (other than from the Sellers or any of their Affiliates and, for the avoidance of doubt, other than any proceeds received under transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) that is actually received by the Purchaser Group or the Business, such that the Purchaser Group shall not receive double recovery with respect to any Loss. (d) With respect to each indemnification or other remedy based on advancement of fees or expenses obligation contained in this Agreement, for purposes of determining whether there has been a breach or inaccuracy of any representationsrepresentation or warranty, warrantiesor the amount of any Loss related to any such breach or inaccuracy, obligationsfor purposes of Section 9.1, covenants the representations and agreements warranties set forth in this Agreement or (other than the Qualified Representations) shall be made without regard and without giving effect to the term, or, as applicable, clause containing, "material," "Material Adverse Effect," "except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect," "for such exceptions that would not reasonably be expected to have a Material Adverse Effect", "material in any the context of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, Business" or any notice similar phrases or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any clauses contained in such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein thatthe inclusion of which would limit or potentially limit an indemnification claim by a Purchaser Indemnified Party or Seller Indemnified Party (as if such word or clause, as applicable, were deleted from such representation and warranty). (e) Subject to Section 3.7, Section 9.6 and Section 10.11, in the event any Party perpetrates a fraud on, or makes any fraudulent representation (including by omission) to, another Party, then, in any such case, any Indemnified Party that suffers any Loss by reason thereof shall be entitled to indemnification therefor without regard to any limitation or other restriction with respect thereto set forth in Section 9.1, Section 9.2(b), Section 9.4 or Section 9.7(a). (f) From and after Closing, the Purchaser Group and its Affiliates (including the Business and the Transferred Entities) shall have no Liability to either of the date hereofSellers or any of their respective Affiliates in respect of, any Buyer Party had Knowledge and none of the Sellers and their respective Affiliates shall have (and each Seller (on behalf of itself and, to the maximum extent permitted by Law, its Affiliates), hereby irrevocably and unconditionally releases, waives and agrees not to assert) any right (whether at Law or in equity, based in Contract, contribution, tort or otherwise) against, or recourse to, the Purchaser Group, the Business, the Purchased Assets or the Transferred Entities in respect of any breach or inaccuracy of any provision of the representation Transaction Documents resulting from any act or warranty omission taken, by any Transferred Entity, the Business or any Representative thereof, or by either of the facts relating Sellers or any of their respective Affiliates in respect of the Business, the Transferred Entities or the Purchased Assets, in each case, occurring at or prior to such breach or inaccuracythe Closing.

Additional Indemnification Provisions. (ai) 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 limitation or qualification as to materiality, Business Material Adverse Effect, or Purchaser Material Adverse Effect, and (ii) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (i), shall be determined as if such representation and warranty had not contained any limitation or qualification as to materiality, Business Material Adverse Effect, or Purchaser Material Adverse Effect set forth in such representation or warranty; provided, that the foregoing clauses (i) and (ii) shall not apply for purposes of the representation and warranty contained in Section 3.6(b) or to any representation or warranty where such limitation qualifies an affirmative requirement to list specified items on a section of the Seller Disclosure Schedule (including for purposes of the definition of Business Material Contract), or to provide or deliver (or make available or give access to) specified information or documents. (b) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of any third-party insurance and indemnity proceeds that have been actually recovered or are recoverable by the Indemnified Party in connection with respect of such Losses (it being agreed that if third-party insurance or indemnification proceeds in respect of such Losses are recovered by the facts giving rise Indemnified Party subsequent to the right Indemnifying Party’s making of indemnification. (b) If an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party makes to the extent of the indemnification payment made). Upon making any payment to the Indemnified Party for any Losses suffered or incurred by an Indemnified Party indemnification claim pursuant to the provisions of this Article VIIX, such the Indemnifying Party shall be subrogated, to the extent of such payment, to all any rights and remedies of which the Indemnified Party to may have against any insurance benefits or other claims of the Indemnified Party with respect to such Losses and third parties with respect to the claim giving rise to subject matter underlying such Lossesindemnification claim. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation under contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) Agreement, all Losses shall be net of any third-party insurance proceeds amounts that have been actually recovered or are recoverable by the Indemnified Party pursuant to any insurance policy in respect of such Loss, less expenses incurred by the Indemnified Party in connection procuring such recovery, including the costs, if any, resulting from premium and/or deductible adjustments with respect to such insurance policy; provided, however, that (i) for the facts giving rise avoidance of doubt, no Indemnified Party shall be required to commence any Action or file any insurance claim prior to seeking indemnification from the right of indemnification. (b) If an Indemnifying Party makes under this Article XI in order to comply with this Section 11.06(a), and (ii) if the Indemnified Party recovers any payment for amounts in respect of Losses from any insurance policy at any time after the Indemnifying Party has paid all or a portion of such Losses suffered or incurred by an to such Indemnified Party pursuant to the provisions of this Article VIIXI, such the Indemnified Party shall promptly notify the Indemnifying Party shall be subrogated, of any such recovery and promptly pay over to the Indemnifying Party the amount so received (to the extent of such paymentpreviously paid by Seller), to all rights and remedies of less expenses incurred by the Indemnified Party to any insurance benefits or other claims of in procuring such recovery, including the Indemnified Party costs, if any, resulting from premium and/or deductible adjustments with respect to such Losses and insurance policy. (b) Notwithstanding anything to the contrary contained in this Agreement, with respect to any Losses that are indemnifiable by Seller pursuant to Section 11.02(a)(i) relating to breaches of the claim giving rise representations and warranties in Section 3.09 or Section 11.02(a)(i)(A) relating to the Excluded Liabilities set forth in Section 2.05(c), no Buyer Indemnified Parties shall have any right to indemnification for, and Seller shall have no obligation with respect to, such Losses to the extent such Losses: (i) exceed the minimum applicable requirements, or are otherwise not required, to comply with applicable Environmental Law (including, in the case of any Remedial Action, the Applicable Remedial Standards); (ii) arise from or relate to (A) any breach by Buyer or its Affiliates, or any future owner or operator of the Transferred Assets, after the Closing Date, of any covenant, restriction or other requirement contained in any recorded easements or deed restrictions relating to the Owned Property or Well Fields Properties, including the Blue Declaration, (B) constructing, installing or maintaining any air vapor barrier or indoor air system in buildings or other structures that are newly constructed at the Owned Property or Well Fields Properties by Buyer or its Affiliates, or any future owner or operator of the Owned Property or Well Fields Properties, after the Closing Date, (C) any activities or operations after the Closing Date by or on behalf of Buyer or its Affiliates, or any future owner or operator of the Owned Property or Well Fields Properties, that result in the application of more stringent Remedial Action requirements at any such property, (D) any sampling, testing or other investigation of soil, groundwater , other subsurface exterior environmental conditions, soil gas, surface water, ambient air, or buildings materials at the Owned Property or Well Fields Properties by or on behalf of Buyer or its Affiliates, or any future owner or operator of such property, unless (1) required by Environmental Law, by a Governmental Authority or to respond to a third party claim or (2) other than with respect to any previously identified solid waste management units, reasonably necessary to perform construction activities for a legitimate business purpose or Buyer Decommissioning and Wind Down Activities (provided that, Buyer shall provide Seller with reasonable advance notice of and provide Seller, Blue or any other party responsible for any Remedial Action with a reasonable opportunity to comment on the scope of any sampling, testing or other investigation permitted in accordance with the foregoing, and Seller, Blue or any other responsible party shall be permitted to take split samples at their cost), or (E) any contribution to or exacerbation of such Losses by any act or omission by Buyer or its Affiliates, or any future owner or operator of the relevant property, after the Closing Date. (c) The right Seller and Buyer each hereby agree that: (i) the Indemnified Parties’ rights to indemnification or other remedy based on any representationsindemnification, warranties, obligations, covenants compensation and agreements set forth reimbursement contained in this Agreement Article XI are part of the basis of the bargain contemplated by this Agreement; and (ii) such rights shall not be waived, limited or in otherwise affected by or as a result of (A) any waiver by Buyer or Seller, as applicable, of any provision of this Article XI or (B) any knowledge on the part of any of the Ancillary AgreementsIndemnified Parties or any of their respective Representatives, will not be affected regardless of whether obtained through any investigation by any investigation conducted with respect to, Indemnified Party or any notice of its Representatives or knowledge acquired through disclosure by any other Person (including Seller or capable of being acquiredBuyer, as applicable), with respect to and regardless of whether such knowledge was obtained before or after the accuracy or inaccuracy execution and delivery of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to this Agreement. (d) The Buyer Indemnified Parties and the contrary contained herein, except Seller Indemnified Parties are expressly intended as set forth on Section 7.7(c) third party beneficiaries of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracythis Article XI.

Additional Indemnification Provisions. (a) With Parent and Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under set forth in this ARTICLE X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds Eligible Insurance Proceeds; (ii) 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 have been recovered or are recoverable 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 the facts giving rise a Third-Party Claim, (C) any Losses to the right extent not the probable and reasonably foreseeable result of indemnificationany 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 (E) 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; and (iii) in no event shall Parent have any liability for any Losses due from a Third-Party GP (or any guarantor of the obligations of a Third-Party GP). (b) If Any amount payable by an Indemnifying Party makes pursuant to this ARTICLE X shall be paid promptly and payment shall not be delayed pending any payment for determination of Eligible Insurance Proceeds. In any Losses suffered or incurred by case where an Indemnified Party recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to the provisions of this Article VIIARTICLE X, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated, to the extent amount of such paymentEligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to in respect of such claim and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims defending any claim arising out of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesmatter. (c) The right to parties hereto shall treat any indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in payment made under this Agreement as an adjustment to the Purchase Price for all applicable tax purposes. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in any of part, by third-party insurance coverage, the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any Indemnified Party shall promptly give notice or knowledge acquired (or capable of being acquired), with respect thereof to the accuracy or inaccuracy Indemnifying Party (a “Notice of or compliance withInsurance”). If the Indemnifying Party so requests within one hundred eighty (180) days after receipt of a Notice of Insurance, any the Indemnified Party shall use its commercially reasonable efforts to collect the maximum amount of insurance proceeds thereunder, in which event all such representationproceeds actually received, warrantynet of costs reasonably incurred by the Indemnified Party in seeking such collection, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.be considered “Eligible Insurance Proceeds. ”

Additional Indemnification Provisions. With respect to Losses for which indemnification is provided under this Article VIII, (a) With respect to each indemnification obligation under this Agreement (i) each such obligation Loss shall be calculated on an After-Tax Basis and Basis, (iib) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable subsequently recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification. indemnification (band if subsequently recovered shall be promptly delivered to the Indemnifying Party), and (c) If an in no event shall the Indemnifying Party makes any payment have liability to the Indemnified Party for any Losses suffered consequential, special, incidental, indirect, or incurred by an Indemnified Party pursuant to the provisions punitive damages, lost revenue, profits or income, diminution in value of this Article VIIsecurities, such Indemnifying Party shall be subrogatedloss of business reputation, or opportunity or similar items (except, in each case, to the extent awarded or assessed against the Indemnified Party in connection with a Third Party Claim pursuant to a final and non-appealable Governmental Order or award of an arbitrator, arbitration panel, or similar adjudicative body). In any 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 this Article VIII, the Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such paymentrecovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to all rights and remedies or on behalf of the Indemnified Party to in respect of such claim and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims 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 with respect to such Losses and with respect under this Article VIII, to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representationsextent applicable, warranties, obligations, covenants and agreements set forth in this Agreement or in any shall terminate as of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable Cut-Off Date of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, warranty or covenant or agreementpursuant to Section 8.1; provided, however, that notwithstanding anything such obligations to indemnify and hold harmless shall not terminate with respect to any 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 contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracySelling Unit Holders.

Additional Indemnification Provisions. (a) With The Sellers and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation under in this Agreement Agreement, (i) each such obligation shall be calculated on an After-Tax Basis and Basis, (ii) all Losses shall be net of any third-party insurance proceeds that which have been actually recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnificationindemnification within one (1) year after the expiration of the applicable indemnification obligation of the Indemnifying Party and (iii) in no event shall the Indemnifying Party be liable to the Indemnified Party for any punitive, consequential, special or indirect damages, including lost profits (other than any such damages or lost profits actually paid to any unaffiliated third party). (b) If In any case where an Indemnified Party recovers from a third Person any amount in respect of a matter for which an Indemnifying Party makes any payment for any Losses suffered has indemnified it pursuant to Article VIII or this Article XI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom the amount of expenses incurred by an Indemnified Party pursuant to it in procuring such recovery), but not in excess of the provisions sum of this Article VII, such (i) any amount previously paid by the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies or on behalf of the Indemnified Party to in respect of such claim and (ii) any insurance benefits amount expended by the Indemnifying Party in pursuing or other claims defending any claim arising out of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Lossesmatter. (c) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price to the extent permitted by applicable Law. (d) Subject to Section 11.5(a), an Indemnified Party’s right to indemnification indemnification, payment of Losses or other remedy remedies based on any representationsrepresentation, warrantieswarranty, obligations, covenants and agreements set forth covenant or obligation of another party contained in or made pursuant to this Agreement or in any of the Ancillary Agreements, will Agreement shall not be affected by any investigation conducted with respect to, by such Indemnified Party or any notice of its representatives or any knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, ) by any such representationIndemnified Party or its representatives, warrantyin each case, covenant at any time, whether before or agreement; provided, however, that notwithstanding anything to after the contrary contained herein, except as set forth on Section 7.7(c) execution and delivery of this Agreement or the ABI Disclosure Letter, ABI shall not have any liability relating to any breach ofClosing, or inaccuracy in, any representation or warranty made herein that, as of such Indemnified Party’s participation in the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracyClosing.