Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered 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 (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 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all the amount of Covered Losses shall be net of (a) any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are actually have been recovered (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, net of the costs of recovery, of such third-party insurance or indemnity proceeds indemnification (it being agreed that if third-party insurance or indemnification 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). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. For the avoidance of doubt, except and (b) any net Tax benefit actually realized by an Indemnified Party or any Affiliate thereof 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 Covered 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 giving rise to such provision claim for purposes of determining indemnification obligations and Losses contained in this Article X. indemnification. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter with respect to which an Indemnifying Party 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 in respect of such matter, and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.

Additional Indemnification Provisions. With 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 each indemnification obligation contained in this Article X8, all Losses the Indemnified Party shall be net 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 third-party insurance and indemnity proceeds that are actually recovered amount previously paid by the Indemnifying Party to or on behalf of 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 (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered claim and (ii) any amount expended 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 in pursuing or defending any claim arising out of the indemnification such matter. Upon payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount in full 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 indemnification claim pursuant to this Article Xamounts recovered, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which of the Indemnified Party may have against any third parties person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying PartyParty to 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 against the Seller unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in Section 8.4. The obligations of the Purchaser to indemnify and hold harmless any Seller Indemnitees under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Seller Indemnitee shall have the right to assert any claim for indemnification against the Purchaser unless such claim 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 contained in this Article XAgreement: (i) each such obligation shall be reduced by any Tax benefit actually recognized by the Indemnified Party as the result of the Loss giving rise to the indemnification obligation and which results in an actual reduction of cash Taxes paid by the Indemnified Party in the taxable year of the Loss giving rise to the obligation or any of the subsequent five (5) taxable years (determined in each of such taxable years on a “with and without basis” by comparing the Indemnified Parties’ liability for Taxes in such year with and without taking into account such Loss and the Tax consequences of any reduction in the Buyer’s Tax basis in the Shares resulting from the indemnification payment (“Share Basis Reduction”)); provided, however, that if (A) such Tax benefit is recognized after an indemnification payment is made (but within such five (5) taxable year period), the relevant Indemnified Party will pay within fifteen (15) days of so recognizing such Tax benefit to the relevant Indemnifying Party an amount equal to such reduction in cash Taxes paid, and (B) if any Tax cost is incurred by an Indemnified Party after the indemnification payment is made (but within such five (5) taxable year period on account of the indemnification payment (including, without limitation, the Tax effect of any Share Basis Reduction resulting therefrom)), the relevant Indemnifying Party will pay within fifteen (15) days of the Indemnified Party recognizing such Tax cost to the relevant Indemnified Party an amount equal to such cost (which amount shall in no event exceed in the aggregate the amount of the related Tax benefit which resulted in a reduction of an indemnification obligation or payment by the relevant Indemnified Party to the relevant Indemnifying Party pursuant to this Section 12.07(a)), (ii) all Losses shall be net of any third-party insurance and indemnity proceeds amounts that are actually have been recovered by the Indemnified Party in connection with the facts giving rise pursuant to the right of indemnificationany indemnification by, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such facts are recovered by Loss (including the Indemnified Party subsequent to the Indemnifying Party’s making recovery or reimbursement of an indemnification payment in satisfaction of its applicable indemnification obligationpayments from a Taxing Authority), such proceeds shall (iii) all Losses will be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by determined after deducting therefrom the amount of any net Tax benefit actually realized reserve with respect to such matter on the Financial Statements, (iv) no representation or warranty of Seller or Parent shall be deemed untrue or incorrect as a consequence of the existence of any fact, circumstance or event that is disclosed in connection with another representation or warranty contained in this Agreement, and (v) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnified Party, on the one hand, and Parent shall not be liable for any Losses to the extent that such Losses suffered by any Seller Indemnified Party, on the other hand, (A) result from any act or omission by such Buyer Indemnified Party through or Seller Indemnified Party, as applicable, (B) result from the failure of such Buyer Indemnified Party or Seller Indemnified Party, as applicable, to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of Final Working Capital, (D) result from the operation of Company, Company Subsidiary or the Business, in the case of a reduction Buyer Indemnified Party, or any event or occurrence, after the Closing, (E) result from the operation of Company, Company Subsidiary or the Business, in Taxes otherwise due the case of a Seller Indemnified Party, or any event or occurrence, prior to the Closing, or (F) are caused by or result from any action (1) that Seller or Parent is required, permitted or requested to take pursuant Section 6.01 (including pursuant to the consent of Buyer or Seller, as applicable) or (2) that Seller or Parent having sought Buyer’s or Seller’s consent, as applicable, pursuant to Section 6.01, did not take as a result of Buyer or Seller, as applicable, having unreasonably withheld, conditioned or delayed the damages incurred or suffered by the Indemnified Partyrequested consent. With respect to clause (i) of this Section 12.07(a), 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, first use commercially reasonable efforts to seek full recovery collect any amounts under all such indemnification agreements, insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, or other sources of reimbursement to the same extent as it they would if such Loss were not subject to indemnification hereunder or otherwise; provided that, (x) in accordance with and subject to the terms of this Article XII, the Indemnified Party may submit a claim for indemnification prior to or simultaneously with satisfying such commercially reasonable efforts to collect such amounts prior to being indemnified with respect to such Losses, and (y) recovery for any such claims from the Indemnifying Party shall be permitted in accordance with and subject to the terms of this Article XII in the event that an insurance, indemnity, reimbursement or similar recovery is not actually and fully realized, to the extent of such Losses, by the Indemnified Party within one hundred twenty (120) days of the date of such claim by the Indemnified Party in accordance with and subject to the terms of this Article XII; and provided, further, that the diligence findings, opinions or disposition of any insurance company with respect to any claim for indemnification, the determination of such insurance company regarding whether to deny or pay any claim in whole or in part, and all communications between such insurance company and any Indemnified Party, shall not be binding on the Parties, any Buyer Indemnified Party or any Seller Indemnified Party or have any force or effect with respect to any claim for indemnification hereunder. For If an Indemnified Party receives any such insurance proceeds or indemnity, reimbursement or similar payments after being indemnified hereunder with respect to some or all of such Losses, the Indemnified Party shall pay to the Indemnifying Party the lesser of (I) the amount of such insurance proceeds or indemnity, reimbursement or similar payment, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (II) the aggregate amount paid by the Indemnifying Party to any Indemnified Party with respect to such Losses. (b) The Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes (i) except in the case of a claim for indemnification based on a breach of the representations and warranties set forth in Section 4.17(i) or Section 5.24(i) or, with respect to Buyer Indemnified Parties, a breach of a covenant set forth in Section 6.01(a)(vi), are attributable to Tax periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a Tax period (or portion thereof) ending on or before the Closing Date, (iii) result from any transactions or actions taken by, or omissions by, Buyer or any of its Affiliates (including, for the avoidance of doubt, except Company and Company Subsidiary) after the Closing, on the one hand, or Seller or any of its Affiliates, on the other hand, that are not specifically contemplated by this Agreement, (iv) result from any Parent or Buyer, on the one hand, or Seller, on the other hand, financing transaction undertaken after the Closing Date (for this purpose, a financing transaction means an issuance of stock or debt by Buyer or Parent, on the one hand, or Seller, on the other hand, after the Closing Date) or (v) except, (A) in the case of a claim for indemnification based on a breach of the representations and warranties set forth in Section 4.17(i) or Section 5.24(i) or, with respect to the second sentence of Section 3.6Buyer Indemnified Parties, any inaccuracy in or a breach of a covenant set forth in Section 6.01(a)(vi) or (B) with respect to Buyer Indemnified Parties and with respect to any provision in Article III Taxes originally due after the Closing (or due after Closing as the result of extending the due date of a Tax Return) that relate to a Tax period (and Article IV and the portion of any Straddle Period) ending on or before the Closing Date, do not result from a Tax Claim. (c) If an Indemnifying Party makes any payment for any Losses suffered or incurred as a result thereof shall be determined without regard by an Indemnified Party pursuant to any materiality, Material Adverse Effect or other similar qualification contained in and otherwise applicable to such provision for purposes the provisions of determining indemnification obligations and Losses contained in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XXII, the such Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any all rights which and remedies of the Indemnified Party may have against to any third parties insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such indemnification claimLosses. (d) The Parties agree that the covenants of Seller, on the one hand, and Buyer, on the other hand, contained in this Agreement may not be used to circumvent the negotiated limitations (e.g., knowledge qualifiers, materiality standards, dollar thresholds, survival periods and the like) contained in such representations and warranties and procedures with respect to the recovery by a Buyer Indemnified party on account of the breach by Seller of any of the representations made in Article IV or the recovery by Seller Indemnified Party shall assign on account of the breach by Parent of any such rights of the representations made in Article V. (e) The Parties agree that any indemnification payments by Seller for Losses incurred by a Buyer Indemnified Party pursuant to this Article XII (i) first, for amounts up to the Indemnifying Partyamount of the Closing Cash Payment, shall be paid in cash and (ii) then, for amounts in excess of the amount of the Closing Cash Payment, shall be paid in Parent Preferred Stock until all such Parent Preferred Stock then held by Seller is exhausted, and (iii) then, for any remaining amounts, in Parent Common Stock; provided, that the value of (A) each share of Parent Preferred Stock shall be equal to the issue price as set forth in the Certificate of Designation and (B) each share of Parent Common Stock shall be equal to the volume-weighted average trading price of the Parent Common Stock for the twenty (20) trading days preceding the applicable date of payment for the purposes of this Section 12.07(e).

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b). (b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any Expenses incurred by 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 (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 paid by the Indemnifying Party pursuant to this Article XVI 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 and indemnity proceeds that are actually recovered by coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of the costs of recovery, shall promptly after becoming aware of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted 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 XVI 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 indemnification payment made). Any indemnification payment made Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article XVI, net of any related Premium Increase for which the Indemnifying Party has not already reimbursed the Indemnified Party pursuant to the immediately preceding sentence. (d) 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 XVI, each representation and warranty contained in 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 read without regard to any “materiality, ,” “Company Material Adverse Effect Effect,” “material adverse effect on the Reinsurer” or other similar qualification contained in and or otherwise applicable to such provision for purposes of determining indemnification obligations representation or warranty, other than the representations and Losses contained warranties in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XSection 15.1(j)(v) and Section 15.1(m)(ii), the Indemnifying Party shall be subrogated in each case to the extent of such payment and relating to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyCovered Liabilities.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XAgreement: (i) each such obligation shall be reduced by any Tax benefit actually realized in cash by the Indemnified Party during the taxable period in which such Loss arises or any of the three succeeding taxable periods (excluding, for the avoidance of doubt, any Tax benefit that represents only an acceleration of the timing with respect to which a loss, deduction, or other tax attribute is taken into account rather than a Tax benefit that results in permanent reduction in Tax Liability), (ii) all Losses shall be net of any third-party insurance and indemnity proceeds amounts (less Recovery Expenses) that are actually have been recovered by the Indemnified Party in connection with the facts giving rise pursuant to the right of indemnificationany indemnification by, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such facts are Loss, (ii) all Losses shall be net of any amounts (less Recovery Expenses) that have been 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). Any indemnification payment made pursuant to this Agreement shall 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, (iii) all Losses will be reduced by determined after deducting therefrom 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 reserve with respect to such matter on the second sentence of Section 3.6, any inaccuracy in or breach of any provision in Article III Final Closing Statement and Article IV and (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnified Party (A) result from the failure of such Buyer Indemnified Party to take reasonable action to mitigate such Losses, (B) are taken into account in the calculation of Final Working Capital, or (C) are caused by or result from any action taken at the request of Buyer. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred as a result thereof shall be determined without regard by an Indemnified Party pursuant to any materiality, Material Adverse Effect or other similar qualification contained in and otherwise applicable to such provision for purposes the provisions of determining indemnification obligations and Losses contained in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XXII, the such Indemnifying Party shall be subrogated subrogated, to the extent of such payment 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, in each case, to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyapplicable insurance policies.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all the amount of Covered Losses shall be calculated net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are actually have been recovered 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 indemnification (it being agreed that if third-party insurance or indemnification 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). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered 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 indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. The amount of Covered Losses shall be calculated without any adjustment for Tax benefits to the Indemnified Party. If a payment for a Covered Loss has been made pursuant to this Article IX and the Indemnified Party actually receives (including through a reduction in Taxes otherwise paid or required to be paid) a net Tax benefit (calculated on a “with and without” basis and taking into account the intended Tax treatment of indemnification payments under this Agreement in accordance with Section 9.9, any reduction in Tax attributes of the Indemnified Party, including depreciable and/or amortizable Tax basis and any costs and out of pocket expenses incurred in connection with the realization and receipt of such Tax benefit) with respect to the corresponding Covered Loss in the Tax year in which the Covered Loss is suffered or the next succeeding Tax year, the Indemnified Party shall pay to the Indemnifying Party an amount equal to such net Tax benefit actually received; provided, that the Indemnified Party shall not be obligated, in any event, to pay to the Indemnifying Party more than the amount of the corresponding payment made by the Indemnifying Party to the Indemnified Party with respect to the applicable Covered Loss.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be decreased by (a) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Covered Loss, net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of costs reasonably incurred by the costs Indemnified Party in seeking such collection or indemnity and any increase in premiums as a result of recovery, of the associated claims (it being agreed that if any such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance indemnification, contribution or indemnification similar proceeds in respect of such facts are recovered by the Indemnified Party Party, subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of any such proceeds shall be promptly remitted to the Indemnifying Party 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 best efforts to seek full recovery under all insurance policies and indemnity indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered 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 ; provided that nothing set forth in this Article X. Section 9.6 shall require any Indemnified Party to pursue any claim under any such insurance policy prior to pursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty to such extent.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) realizable by the Indemnitee that arises out of the Losses giving rise to the indemnity obligation, (i) all Losses shall be net of any third-party insurance and indemnity proceeds amounts that are actually have been recovered by the Indemnified Party in connection with the facts giving rise Indemnitee pursuant to the right of indemnificationany indemnification by, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such facts are recovered Loss, (iii) all Losses will be determined after deducting therefrom the amount of any specific reserve with respect to such matter on the Final Purchase Price Statement; and (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered or incurred by any Buyer Indemnified Party were credited to Buyer in the calculation of the Purchase Price as reflected on the Final Purchase Price Statement. Tax benefits and Tax costs shall be calculated on an assumed basis using reasonable assumptions as agreed upon by the Indemnified Party subsequent Indemnitee and the Indemnitor with any disputes related thereto treated as a Tax Dispute for purposes of Section 9.08 and shall be reflected in any indemnity obligation at the time of payment. (b) If an Indemnitor makes any payment for any Losses suffered or incurred by an Indemnitee pursuant to the Indemnifying Party’s making provisions of an indemnification payment in satisfaction of its applicable indemnification obligationthis Article XII, such proceeds Indemnitor shall be promptly remitted to the Indemnifying Party subrogated, to the extent of the indemnification payment made). Any indemnification payment made pursuant such payment, 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 all rights and remedies of the damages incurred Indemnitee to any insurance benefits or suffered by the Indemnified Party, calculated by computing the amount of Taxes other claims of the Indemnified Party before and after inclusion of any Tax deductions attributable Indemnitee with respect to such damages (treating such Tax deductions as the last items claimed). The Indemnified Party shall use, Losses 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 claim giving rise to such Losses. (c) For purposes of determining the amount of Losses subject to indemnification pursuant to Section 3.612.02, any inaccuracy in or breach but not for purposes of any provision in Article III determining whether the representations and Article IV and any warranties giving rise to such right to indemnification have been breached, such Losses incurred as a result thereof shall be determined without regard to any materiality, Material Adverse Effect qualifications or other similar qualification exceptions contained in such representation and otherwise applicable warranty relating 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partymateriality or similar qualification.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net of any third-party insurance and indemnity proceeds that are actually have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net less the amount of the out-of-pocket costs of recovery, of incurred to obtain such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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, such Loss 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 indemnification claim pursuant to this Article X10, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Entities for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement arising from or relating to a breach by Sellers or, prior to the Closing, any of the Transferred Entities of any representations, warranties, covenants or other agreements contained in this Agreement or any Ancillary Agreement.

Additional Indemnification Provisions. With (a) The Sellers and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained in this Article X, Agreement or any other document executed in connection with the Closing (i) all Losses shall be net of any third-party insurance Eligible Insurance Proceeds (as set forth in subsection (e) below) and indemnity proceeds that are actually recovered by the Indemnified Party (ii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification, except to the extent that the Indemnified Party pays punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification claim to a third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article XX shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. 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 this Article X (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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties 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 (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 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 be subrogated 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 extent payment of Eligible Insurance Proceeds for such Loss for two years following the next renewal of such payment and to Insurance Policy. If the extent permitted by LawIndemnifying 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, to (i) any rights which proceeds that the Indemnified Party may receive thereunder shall be considered “Retained Insurance Proceeds” and (ii) the Indemnifying Party shall have against no liability for any third parties with respect premium increases thereunder relating to the subject matter underlying collection of such indemnification claim, and the Indemnified Party shall assign any such rights Retained Insurance Proceeds. (e) Subject to the Indemnifying Partylimitations set forth in this subsection (e), if Sellers shall make an indemnification payment to Acquiror and its Affiliates pursuant to the provisions of Article X hereof, then Acquiror shall pay to Sellers the amount of any net reduction in Taxes later realized by the Acquiror and its Affiliates (the “Net Tax Benefit”) as the result of their sustaining or paying the Losses for which the indemnification payment was made (including as the result of facts or circumstances due to which the Acquiror and its Affiliates sustained or paid such Losses). Acquiror and its Affiliates shall be required to pay over to Sellers only Net Tax Benefits realized within five years of the related indemnification payment. Whenever Acquiror and its Affiliates realize a Net Tax Benefit that would be required to be paid over to Sellers pursuant to this subsection (e), then they shall promptly (i) prepare a certificate, executed by the Tax Director of American International Group, Inc., setting forth the amount and calculation of the Net Tax Benefit and (ii) pay to Sellers, by wire transfer of immediately available funds to an account designated by Sellers, the amount of the Net Tax Benefit. Sellers shall have the reasonable opportunity to review the Acquiror’s certificate and to ask questions of the personnel of Acquiror familiar with the matters certified to therein. Sellers will not, however, have the right to make any examination of Acquiror’s or any Transferred Company’s Tax Returns or supporting work papers or other documents or to obtain such Tax Returns or supporting work papers or other documents in connection with any Action against the Acquiror or any of its Affiliates (including the Transferred Companies) under this Section 10.06(e).

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XIX, all Losses shall be net of any related Eligible Insurance Proceeds (as defined below). (b) In any case where the Indemnified Party or its Affiliates recovers from a third party any amount in respect of any Loss paid by the Indemnifying Party 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 reasonable costs incurred by it or its Affiliates in procuring such recovery, which costs shall not exceed 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 Loss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article IX could be recovered from a third party not affiliated with the Indemnified Party based on the underlying claim or demand asserted against the 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 commercially reasonable efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with such collection (which costs and expenses 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 IX could have been recovered from a third party not affiliated with the Indemnified Party based on the underlying claim or demand asserted against the 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 IX. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article IX 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; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall, and indemnity shall cause its Affiliates to, use commercially reasonable efforts to collect the maximum amount of insurance proceeds that are thereunder, and all such proceeds actually recovered collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in connection with collecting such proceeds and (ii) the facts giving rise present value of any increase in insurance premiums or other charges paid or reasonably expected to the right of indemnification, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered be paid by the Indemnified Party subsequent to the Indemnifying Party’s making or its Affiliates arising out of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds Loss) shall be promptly remitted to the considered “Eligible Insurance Proceeds.” (e) The Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to shall not be liable under this Agreement shall be reduced by the amount Article IX in respect of any net Tax benefit actually realized by the Indemnified Party through a reduction in Taxes otherwise Loss which is contingent unless and until such contingent Loss becomes an actual liability and is 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 payable. (treating such Tax deductions as the last items claimed). f) The Indemnified Party shall useshall, and shall cause its Affiliates to useto, procure that all commercially reasonable efforts to seek full recovery under steps are taken, and all insurance policies commercially reasonable assistance is given (g) The parties hereto acknowledge and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, to agree that the same extent as it would if such Loss were not may be subject to indemnification hereunder. For under more than one subsection of Section 9.1(a) or Section 9.2(a), respectively; provided, however, that in no event shall the avoidance of doubtSeller Indemnified Parties, except on the one hand, or the Purchaser Indemnified Parties, on the other hand, be entitled to duplicative recoveries for the same underlying Loss; and, provided, further, that there shall be no indemnification pursuant to Section 9.1 or Section 9.2 with respect to any Losses which are expressly subject to indemnification under any of the second sentence of Section 3.6other Transaction Documents, any inaccuracy the sole remedy for which shall be as set forth in such other Transaction Documents. (h) If, prior to the Closing, Purchaser or breach Purchaser Parent has knowledge of any provision in Article III and Article IV and breach by any Losses incurred of Seller, Seller Parent or UIM, as a result thereof shall be determined without regard to applicable, of any materialityrepresentation, Material Adverse Effect warranty, covenant or other similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses agreement contained in this Article X. Upon making Agreement, Purchaser and Purchaser Parent shall be deemed to have waived such breach, and Purchaser, Purchaser Parent and the other Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.1 to xxx for Losses or to assert any payment other right or remedy arising from any matters relating to such breach, notwithstanding anything to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.contrary contained herein. SECTION 9.7

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be net of (i) any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits actually realized in cash by the Purchased Entity or its Subsidiaries (excluding, for the avoidance of doubt, any Tax refunds, credits, reductions in Taxes otherwise payable or other Tax benefits realized by the direct or indirect owners of the Purchased Entity) with respect to the taxable period in which such Covered Loss arises, any prior taxable period, or any of the six succeeding taxable periods, which amount shall be measured on a “with and without” basis and (ii) any third-party insurance and indemnity proceeds that are actually have been recovered by the Indemnified Party or its Affiliates 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 indemnification (it being agreed that if third-party insurance or indemnification 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 (net of associated fees, costs and expenses actually incurred in collecting such proceeds) shall be promptly remitted to the Indemnifying Party 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 an Indemnified Party shall use, and cause its Affiliates to use, commercially use reasonable best efforts to seek full recovery under all insurance policies and indemnity provisions covering any Losses for which it is seeking recover from such third party insurance, but 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 available hereunder regardless of whether an Indemnified Party recovers under such insurance in and otherwise applicable to respect of such provision for purposes of determining indemnification obligations and Losses contained in this Article X. Covered Loss. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties insurance carrier with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. (b) In no event shall any Indemnified Party be entitled to duplicative recovery directly or indirectly for the same Covered Loss, including in the case of either Seller or Purchaser (or any of their respective Affiliates), in their respective capacities as direct or indirect holders of Purchased Entity Equity Interests following the Closing (it being understood that the intent of this provision is to avoid “double counting”). In the case of any indemnification pursuant to Section 10.2, no Purchaser Indemnified Party, and in the case of any indemnification pursuant to Section 10.4, no Seller Indemnified Party, shall be entitled to recover Covered Losses in respect of Liabilities of the Purchased Entity or any of its Subsidiaries indirectly borne by any Seller Indemnified Party or Purchaser Indemnified Party, as applicable, as a result of its direct or indirect equity investment in the Purchased Entity and its Subsidiaries or any diminution in value of such equity investment attributable thereto.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, Agreement or any other Transaction Document: (i) all Losses shall be net of any third-party insurance and indemnity proceeds that are have been actually recovered 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 indemnification (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts Losses 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). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount of any net Tax benefit actually realized by , and 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 use its Affiliates to use, commercially reasonable good faith efforts to seek full recovery under all insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. For ; provided that, the avoidance amount deemed to be recovered under insurance policies will be net of doubtthe deductible for such policies as well as any increase in the premium (and retro-premium adjustments) for such policies to the extent arising out of or in connection with such Losses; and (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party for any Losses computed on (A) a multiple of earnings, book value or similar basis or (B) diminution in value, lost profits or consequential (except to the extent such diminution in value, lost profits or consequential damages are the reasonably foreseeable result of the applicable breach giving rise thereto), special, speculative, incidental, indirect or punitive damages or similar items, in each case, except with respect to the second sentence extent such Losses are payable by the applicable Indemnified Party in connection with a Third-Party Claim. (b) For purposes of determining the amount of Losses subject to indemnification pursuant to Section 3.610.2(a)(i) and Section 10.3(a)(i), any inaccuracy in or breach but not for purposes of any provision in Article III determining whether the representations and Article IV and any warranties giving rise to such right to indemnification have been breached, such Losses incurred as a result thereof shall be determined without regard to any materiality, “Material Adverse Effect Effect,” “materiality” or other similar qualification qualifications contained in and otherwise therein or 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partythereto.

Additional Indemnification Provisions. With 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 each indemnification obligation contained in this Article X8, all Losses the Indemnified Party shall be net 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 third-party insurance and indemnity proceeds that are actually recovered amount previously paid by the Indemnifying Party to or on behalf of 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 (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered claim and (ii) any amount expended 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 in pursuing or defending any claim arising out of the indemnification such matter. Upon payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount in full 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 indemnification claim pursuant to this Article Xamounts recovered, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which of the Indemnified Party may have against any third parties person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying PartyParty to 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 with respect to any representation, warranty or covenant under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Purchaser Indemnitee shall have the right to assert any claim for indemnification against the Seller unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in the preceding sentence. The obligations of the Purchaser to indemnify and hold harmless any Seller Indemnitees with respect to any representation, warranty or covenant under this Article 8 shall terminate when the applicable representation, warranty or covenant terminates pursuant to Section 8.4. No Seller Indemnitee shall have the right to assert any claim for indemnification against the Purchaser unless such claim has been made with reasonable specificity pursuant to Section 8.3 within the time periods provided in the preceding sentence.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XAgreement (i) each such obligation shall be calculated on an After-Tax Basis (provided that, if any Tax benefit or detriment properly taken into account in the definition of After-Tax Basis is realized following the date on which an indemnity payment is made, the parties shall promptly cause a corrective payment to be made), (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 13.07(b) and (iii) in no event shall AFG or Seller have any liability or obligation under this Article XIII to any Buyer Indemnified Parties to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is expressly reflected or reserved for on the Final Statement. (b) 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 amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XIII, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any Expenses incurred by 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) An Indemnified Party shall use reasonable best efforts to mitigate the amount of its Losses upon and after becoming aware of any facts or circumstances that would reasonably be expected to result in any Losses that are indemnifiable hereunder. (d) 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 and indemnity proceeds that are actually recovered by coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of the costs of recovery, shall promptly after becoming aware of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted 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 indemnification payment made). Any Indemnifying Party to recover from such third party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (e) The parties shall treat any indemnification payment made pursuant under this Agreement as an adjustment to the Purchase Price for applicable tax purposes. (f) 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 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 read without regard to any “materiality, ,” “Company Material Adverse Effect Effect,” “Buyer Material Adverse Effect” or other similar qualification contained in and or otherwise applicable to such provision for purposes representation or warranty, other than (i) the representations and warranties in Section 5.04(b), Section 5.09(a), Section 5.12, and the second sentence of determining indemnification obligations Section 5.13(b) and Losses contained in this Article X. Upon making (ii) any payment use of the defined terms “Material Contract” or “Material Distributor.” (g) Neither Buyer nor Seller shall have any right to the Indemnified Party for set off any unresolved indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have XIII against any third parties with respect payment due pursuant to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign Article II or Article III or any such rights to the Indemnifying Partyother Transaction Agreement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all (a) All Losses shall be (i) net of any Tax Benefit and (ii) net of any Eligible Insurance Proceeds. (b) In any case where an Indemnified Party recovers from a third Person any amount with respect to any Loss paid by the Indemnifying Party pursuant to this Article III, 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 not exceed 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 with respect to such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article III could be recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use commercially reasonable efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such Third Party); provided that the Indemnifying Party shall have no obligation to litigate against such Third Party to recover any portion of its Losses. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article III 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 III. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article III may be covered, in whole or in part, by third-party insurance and indemnity proceeds that are actually recovered by coverage, 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 (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent shall promptly give written notice thereof 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). 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.The

Additional Indemnification Provisions. With respect (a) Notwithstanding anything to each indemnification obligation the contrary contained in this Article XVIII, all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered 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 (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 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 Losses suffered by the Purchaser Indemnified PartyParties or Seller Indemnified Parties, calculated as applicable, under this Agreement will be reduced by computing any insurance proceeds actually received by the amount Purchaser Indemnified Parties or the Selling Shareholder Indemnified Parties, as applicable, on account of Taxes of the Indemnified Party before and after inclusion such Losses (net of any Tax deductions attributable reasonable expenses to the extent actually incurred by such damages indemnified party in obtaining such recovery) (treating such Tax deductions as amount, the last items claimed“Insurance Proceeds”). The Indemnified Party In no event will an indemnified party be required to commence litigation in order to recover Insurance Proceeds unless all costs and expenses incurred in connection with such litigation or proceeding are paid for in full by the indemnifying party. Purchaser shall use, and cause its Affiliates promptly make a claim for Losses under applicable insurance policies to use, the extent that it is commercially reasonable efforts to seek full recovery under all insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, do so. Notwithstanding anything to the same extent as it would contrary in this Agreement, all indemnification payments under this Article VIII will be made when otherwise due hereunder and such payments will not be delayed in anticipation of Insurance Proceeds; provided, that if such Loss were not subject to indemnification hereunder. For the avoidance of doubt, except an indemnified party actually receives any insurance proceeds 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 after it receives payment or other similar qualification contained in and otherwise applicable credit under this Agreement with respect to such provision for purposes of determining indemnification obligations and Losses Losses, then a refund equal to the Insurance Proceeds will be made to the indemnifying party promptly after the indemnified party receives such insurance proceeds. (b) Notwithstanding anything to the contrary contained in this Article X. Upon making VIII, the amount of any payment Losses suffered by an indemnified party under this Agreement will be reduced by an amount equal to the Indemnified Party for net actual tax benefit realized by an indemnified party or any indemnification claim pursuant to this Article Xof its Affiliates (the “Tax Benefit Recipient”) from any deduction, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Lawexpense, loss, credit or refund directly attributable to any rights Losses (the “Net Tax Reduction”) for the taxable year of the Tax Benefit Recipient in which the Indemnified Party may have against any third parties with respect such Losses are incurred or otherwise taken into account under applicable income Tax law. (c) A good faith dispute between Seller and Purchaser as to the subject matter underlying such indemnification claim, and the Indemnified Party whether an indemnity obligation exists under Article VIII shall assign any such rights to the Indemnifying Partynot constitute a breach of a covenant or obligation under this Agreement.

Additional Indemnification Provisions. With 6.10.1 Any indemnification payments made or payable by one or more Sellers or Option Escrow Participants under this Section 6 to any Buyer Indemnified Persons, including any payments made from the Representations and Warranties Escrow, shall be deemed to decrease on a dollar for dollar basis the Purchase Price. 6.10.2 No Buyer Indemnified Person shall be entitled to any payment from any Seller or Option Escrow Participant under this Section 6, including under Section 6.7, unless and until the entire Representations and Warranties Escrow has been released and disbursed by Escrow Agent pursuant to the Escrow Agreement. In no event shall any Buyer Indemnified Person seek to recover any payment under this Section 6 from any Joining Seller or any Optionholder (other than an Option Escrow Participant and then only with respect to each the amounts in the Representations and Warranties Escrow). 6.10.3 Except with respect to claims based on actual fraud, the rights and remedies of the Parties under this Section 6 regarding Breaches of representations and warranties contained herein or in any certificate delivered hereunder shall be the sole and exclusive remedies of such Parties and their respective Affiliates, including all Buyer Indemnified Persons. Without limited to the generality of the foregoing, in no event (other than actual fraud where damages would not be an adequate remedy) shall Buyer or any other Buyer Indemnified Persons be entitled to claim or seek rescission of the Contemplated Transactions consummated hereunder. 6.10.4 Damages for which indemnification obligation contained in is provided under this Article X, all Losses Section 6 shall be net of any third-party insurance and indemnity proceeds that are actually amounts recovered or recoverable by the Indemnified Party in connection indemnified party under insurance policies with the facts giving rise respect to the right such Damages and be reduced to take account of indemnification, any net tax benefit of the costs indemnified party which arises or will arise from the incurrence or payment for any such Damages. In computing the amount of recoveryany such tax cost or tax benefit, of such third-the indemnified party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Indemnifying Party incurrence or payment of any indemnified loss, liability, cost or expense, and the indemnified party shall be deemed to be subject to tax at the extent highest effective statutory Federal, state and local corporate income tax rates that could apply to such indemnified party or the consolidated group of which it is a member, as applicable, for the indemnification payment made)relevant period under applicable law. Any indemnification payment made pursuant to Notwithstanding the foregoing, nothing contained in this Agreement shall be reduced by construed to limit or otherwise alter the amount rights of any net Tax benefit actually realized by third party provider of insurance to Buyer, Parent or 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyCompany.

Additional Indemnification Provisions. (a) With respect to each indemnification or reimbursement obligation contained in this Article X, Agreement: (i) all Losses Damages shall be net of reduced (A) by any third-party insurance and indemnity proceeds amounts that are have been actually recovered by the Indemnified Party in connection with the facts giving rise pursuant to the right of indemnificationany indemnification by, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such facts are Damages (including the recovery or reimbursement of payments from a Taxing Authority) and (B) by all other amounts actually recovered from an unaffiliated third party pursuant to indemnification or otherwise in respect of such Damages, in each case of clauses (A) and (B), less the related deductibles, fees, costs and expenses, increases in insurance premiums, retroactive premiums or increases thereto or other out-of-pocket amounts paid, incurred or suffered by the such Indemnified Party subsequent in connection with recovering such amount (the “Recovery Losses”). If an Indemnified Party recovers and actually receives any amounts in respect of Damages that are subject of indemnification hereunder from any third party at any time after an Indemnifying Party has paid all or a portion of such Damages to such Indemnified Party pursuant to the Indemnifying Party’s making provisions of an indemnification payment in satisfaction of its applicable indemnification obligationthis Article IX, then such proceeds Indemnified Party shall promptly pay or cause to be promptly remitted paid to the Indemnifying Party the amount so received net of the related Recovery Losses; (ii) all Damages will be determined after deducting therefrom any portion thereof included in the calculations of either Net Working Capital, Indebtedness or Transaction Expenses in the determination of any Adjustment Amount, as finally determined in accordance with Section 2.04; (iii) no Indemnified Party shall be entitled to recover any Damages arising pursuant to one provision of this Agreement to the extent of the indemnification payment made). Any indemnification payment made that such Damages have already been recovered pursuant to any other provision of this Agreement shall be reduced by the amount of or any net Tax benefit actually realized by other Transaction Document; and (iv) 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 useshall, and shall cause its Affiliates to useto, use commercially reasonable efforts to seek full recovery under all insurance policies and indemnity indemnity, contribution or similar provisions covering any Losses the applicable Damages for which it is seeking indemnification hereunder, such Indemnified Party would be indemnified or reimbursed pursuant to this Agreement to the same extent as it would if such Loss Damages 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 indemnification claim pursuant to this Agreement. (b) If an Indemnifying Party makes any payment for any Damages suffered or incurred by an Indemnified Party pursuant to the provisions of this Article XIX, the such Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any all rights which and remedies of the Indemnified Party may have to any insurance benefits or other claims of the Indemnified Party against any third parties insurer with respect to such Damages and with respect to the subject matter underlying claim giving rise to such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyDamages.

Additional Indemnification Provisions. With (i) 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 contained in this Article XSection 17, (i) all Losses shall be net of any third-party insurance Eligible Insurance Proceeds (as defined below) and indemnity proceeds that are actually recovered by the Indemnified Party (ii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any indemnification claim 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. (ii) Any amount payable by an Indemnifying Party pursuant to this Article XSection 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 shall be subrogated 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 the extent or on behalf of such payment and to the extent permitted by Law, to any rights which 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. (iii) 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. (iv) If any portion of Losses to be reimbursed by the Indemnifying Party may have against any third parties with respect to the subject matter underlying such indemnification claimbe covered, and in whole or in part, by third-party insurance coverage (each, an "Insurance Policy"), the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying Party.Party (a "

Additional Indemnification Provisions. With (a) Seller and Buyer agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained in this Article XAgreement, any Transaction Agreement or any other document, instrument or certificate executed or delivered in connection with the Closing (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds (as set forth in Section 13.06(e) below), (iii) the Indemnifying Party shall indemnify the Indemnified Party for punitive, exemplary, indirect, consequential or other special damages or lost profits for which a valid indemnification claim is made hereunder only to the extent paid to an unaffiliated third party or Governmental Authority and (iv) in no event shall Seller have any liability or obligation to any Buyer Indemnified Person 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 Net Worth, Final HLIC Recapture Payment or Final Net Monthly Settlement Balances. (b) 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 reimbursed it pursuant to this Article XIII, 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 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 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, after payment of such Losses in full to the Indemnified Party by the Indemnifying Party and upon the reasonable request of the Indemnifying Party, shall (unless inconsistent with any applicable Law) 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. 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 under applicable Law, such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party to recover from such third party such portion actually paid by the Indemnifying Party pursuant to this Article XIII. Notwithstanding the foregoing, this Section 13.06(c) shall not apply to any amounts payable to Buyer Reinsurer pursuant to the Berkshire Retrocession Agreement. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price. (e) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, in whole or in part, by third-party insurance and indemnity proceeds that are actually recovered by coverage (each, an “Insurance Policy”), 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 (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 give notice thereof to the Indemnifying Party to the extent (a “Notice of the indemnification payment madeInsurance”). 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 “Insurance Policies” do not include reinsurance 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)retrocession arrangements. The Indemnified Party shall useuse all reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, 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 proceeds actually received 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyconsidered “Eligible Insurance Proceeds”.

Additional Indemnification Provisions. With (a) AIG, AHAC and TRH agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained set forth in this Article XVIII, 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, (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 indemnity 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 are thereunder, in which event all such proceeds actually recovered received, net of costs reasonably incurred by the Indemnified Party in connection with the facts giving rise to the right of indemnificationseeking such collection, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party 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). 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partyconsidered "Eligible Insurance Proceeds."

Additional Indemnification Provisions. With (a) AIG and the Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained in this Article XAgreement, any Transaction Documents or any other document executed or delivered in connection with the Closing (i) each such obligation shall be calculated on an After Tax Basis, (ii) all Losses once finally determined shall be net of any third-party insurance Eligible Insurance Proceeds and indemnity proceeds that are actually recovered by the Indemnified Party (iii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any indemnification claim consequential, special, incidental, indirect or punitive damages, lost profits or similar items. (b) Any amount payable by an Indemnifying Party pursuant to this Article X, VII 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 Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Article VII such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated 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 the extent or on behalf of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against in respect of such claim and (ii) any third amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties with respect shall and shall cause each of their respective Affiliates to treat the amount of any indemnification payment made under this Article VII, Section 1.3(b)(v), Section 6.4 or Sections 5.1(d) or (e) as an adjustment to the subject matter underlying such indemnification claimPurchase Price for all Tax purposes. (d) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, and in whole or in part, by third party insurance coverage, the Indemnified Party shall assign any such rights promptly give notice thereof to the Indemnifying PartyParty (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 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.”

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses and Excluded Taxes shall be (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Covered Loss or Tax and (b) net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that have been recovered or are actually recovered recoverable (net of any Taxes or other expenses incurred in connection with such recovery) by the Indemnified Party or its Affiliates 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 indemnification (it being agreed that if third-party insurance or indemnification indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any , and indemnification payment made pursuant to this Agreement shall not be reduced by the amount of any net Tax benefit actually realized by available hereunder unless 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 usefirst uses, and cause causes its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance policies and indemnity indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss or Tax to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. For Without limiting the foregoing, in the event that (i) the Indemnifying Party elects to estimate and prepay to the Indemnified Party a Covered Loss or Excluded Tax upon receipt of notification from the Indemnified Party of an Indemnified Tax Proceeding, Third Party Claim or other indemnification claim, and (ii) such estimated prepaid amounts are subsequently determined, subject to and in accordance with the terms of this Article X, to be in excess of the actual amount of the Covered Loss or Excluded Tax, the Indemnified Party shall promptly remit to the Indemnifying Party such excess amount. As an exception to the foregoing and for the avoidance of doubt, except with respect neither the Purchaser nor any of its Affiliates shall be obliged to first seek recovery under the Seller’s insurance policies pursuant to the second sentence terms of Section 3.6, 5.8 before seeking indemnification from the Seller or its Affiliates under this Agreement or 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 the other similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses contained in this Article X. Transaction Documents. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder. Xxxxxxxxx agrees that the R&W Insurance Policy will expressly exclude any right of subrogation against Seller and its Affiliates, except in case of Fraud. No Indemnified Party shall be entitled to recover more than once in respect of the same Covered Loss, and for the avoidance of doubt, no indemnification shall be owed to any Indemnified Party pursuant to this Article X for any Covered Losses the extent that such Covered Losses are reflected, reserved, accrued, recorded or included in the Working Capital, the Adjustment Amount or Indebtedness, in each case as finally determined pursuant to Section 2.5.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss and (b) the amount of any third-party insurance and indemnity or reimbursement proceeds that are actually have been recovered 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 indemnification (it being agreed that if third-party insurance or indemnification such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 best efforts to seek full recovery under all insurance policies and other indemnity and reimbursement provisions covering any such Losses for which it is seeking indemnification hereunder, to the same extent as it would if such Loss Losses 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, a Transaction Agreement (i) all Losses shall be net of any third-party insurance and indemnity proceeds that are actually have been recovered 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 indemnification (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 to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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, such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. For ; and (ii) in no event shall 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 Indemnifying Party have liability to the Indemnified Party for any indemnification claim pursuant consequential, special, incidental, indirect or punitive damages. From and after the Closing, Buyer shall cause the Business Subsidiaries not to this Article Xcommute, settle or otherwise diminish the Indemnifying Party shall be subrogated to insurance coverage available as of the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties Closing Date with respect to the Specified Matters or with respect to obligations of the Business Subsidiaries under the Specified Contracts or relating to the businesses divested pursuant to the Specified Contracts, and to cooperate fully with Seller in connection with efforts to claim and collect any amounts available under such insurance. (b) The rights and remedies of any party in respect of any inaccuracy or breach of any representation, warranty, covenant or agreement shall in no way be limited by the fact that the act, omission, 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 underlying of any other representation, warranty, covenant or agreement as to which there is no inaccuracy or breach. The representations, 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 behalf of Buyer (including by any of its advisors, consultants or representatives) or by reason of the fact that Buyer or any of such indemnification claimadvisors, and the Indemnified Party shall assign consultants or representatives knew or should have known that any such rights to the Indemnifying Partyrepresentation or warranty is, was or might be inaccurate or by reason of Buyer’s waiver of any condition set forth in Section 8.02.

Additional Indemnification Provisions. With (i) 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 contained in this Article XSection 17, (i) all Losses shall be net of any third-party insurance Eligible Insurance Proceeds (as defined below) and indemnity proceeds that are actually recovered by the Indemnified Party (ii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any indemnification claim 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. (ii) Any amount payable by an Indemnifying Party pursuant to this Article XSection 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. (iii) 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. (iv) 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 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 be subrogated 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 extent payment of Eligible Insurance Proceeds for such Loss for three years following the next renewal of such payment and to Insurance Policy. If the extent permitted by LawIndemnifying 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, to (i) any rights which proceeds that the Indemnified Party may receive thereunder shall be considered "Retained Insurance Proceeds" and (ii) the Indemnifying Party shall have against no liability for any third parties with respect premium increases thereunder relating to the subject matter underlying collection of such Retained Insurance Proceeds. (v) If the indemnification claimprovided 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-ALS Holdings, 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 PSLT-ALS 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. (vi) 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 indemnity payment hereunder (such as, 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 assign any such rights promptly rebate to the Indemnifying PartyParty the amount of such Tax benefit.

Additional Indemnification Provisions. With (a) The Seller and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained in this Article X, Agreement or any other document executed in connection with the Closing (i) all Losses shall be net of any third-party insurance Eligible Insurance Proceeds (as set forth in subsection (e) below) and indemnity proceeds that are actually recovered by the Indemnified Party (ii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification, except to the extent that the Indemnified Party pays punitive damages or damages that are not a reasonably foreseeable consequence of the condition or event giving rise to the claim for indemnification claim to a third party in respect of a Third Party Claim. (b) Any amount payable by an Indemnifying Party pursuant to this Article XX shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds or Retained Insurance Proceeds. 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 this Article X (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 claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (c) The parties 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 (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 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 be subrogated reimburse the Indemnified Party for all reasonable costs incurred in connection with such collection and the amount of any increase in premiums (including any prospective or retroactive increase) actually paid by the Indemnified Party under the Insurance Policy (as such increased premiums are incurred) directly related to the extent payment of Eligible Insurance Proceeds for such Loss for two years following the next renewal of such payment and to Insurance Policy. If the extent permitted by LawIndemnifying 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, to (i) any rights which proceeds that the Indemnified Party may receive thereunder shall be considered “Retained Insurance Proceeds” and (ii) the Indemnifying Party shall have against no liability for any third parties with respect premium increases thereunder relating to the subject matter underlying collection of such Retained Insurance Proceeds. (e) Subject to the limitations set forth in this subsection (e), if the Seller shall make an indemnification claimpayment to the Acquiror and its Affiliates pursuant to the provisions of Article X hereof, then the Acquiror shall pay to the Seller the amount of any net reduction in Taxes later realized by the Acquiror and its Affiliates (the “Net Tax Benefit”) as the result of their sustaining or paying the Losses for which the indemnification payment was made (including as the result of facts or circumstances due to which the Acquiror and its Affiliates sustained or paid such Losses). The Acquiror and its Affiliates shall be required to pay over to the Seller only Net Tax Benefits realized within five years of the related indemnification payment. Whenever the Acquiror and its Affiliates realize a Net Tax Benefit that would be required to be paid over to the Seller pursuant to this subsection (e), then they shall promptly (i) prepare a certificate, executed by the Tax Director of American International Group, Inc., setting forth the amount and calculation of the Net Tax Benefit and (ii) pay to the Seller, by wire transfer of immediately available funds to an account designated by the Seller, the amount of the Net Tax Benefit. The Seller shall have the reasonable opportunity to review the Acquiror’s certificate and to ask questions of the personnel of Acquiror familiar with the matters certified to therein. The Seller will not, however, have the right to make any examination of the Acquiror’s, the Company’s or any Insurance Subsidiary’s Tax Returns or supporting work papers or other documents or to obtain such Tax Returns or supporting work papers or other documents in connection with any Action against the Acquiror or any of its Affiliates (including the Company and the Indemnified Party shall assign any such rights to the Indemnifying PartyInsurance Subsidiaries) under this Section 10.06(e).

Additional Indemnification Provisions. With (a) No party or Person shall have any claim for indemnification hereunder with respect to each (i) any Tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year or (ii) the shifting of items of income from one taxable year to another; provided that the party or Person who then recognizes the income also receives the economic benefit of such income. (b) The amount of any claim for which indemnification obligation contained in is provided under this Article X, all Losses VI shall be net of any third-party insurance and indemnity proceeds that are actually amount recovered 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 (it being agreed that if third-party insurance or Person seeking 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 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter of such claim. If, following the receipt by a party or Person of any indemnity hereunder, such party or Person shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying such indemnification claim, and such party or Person shall reimburse the Indemnified Party shall assign any party from whom such rights indemnity payment was received to the Indemnifying Partyextent of such insurance recovery or third party indemnity payment. (c) In no event shall the aggregate liability of the Sellers under this Article VI with respect to indemnification claims based on breaches of representations and warranties (except for breaches of Section 2.31 of this Agreement) exceed the value of the purchase price received by the Sellers hereunder (including any additional purchase consideration paid pursuant to Section 4.10). No indemnification shall be required to be made by Sellers under this Article VI unless the dollar amount of the claims made against any or all of the Sellers in the aggregate exceeds $25,000, in which case indemnification shall be made by Sellers for all amounts. (d) In no event shall the aggregate liability of AmeriPath under this Article VI with respect to indemnification claims based on breaches of representations and warranties exceed the value of the purchase price received by the Sellers hereunder (including any additional purchase consideration paid pursuant to Section 4.10). No indemnification shall be required to be made by AmeriPath under this Article VI unless the dollar amount of the claims made against AmeriPath exceeds $25,000 in the aggregate, in which case indemnification shall be made by AmeriPath for all amounts. (e) Subsections (c) and (d) above shall not apply to indemnification claims made under Section 1.2 or this Article VI (i) based on breaches of covenants hereunder, (ii) by AmeriPath against any Seller with respect to Retained Liabilities, (iii) by AmeriPath based on breaches of Section 2.31 of this Agreement, (iv) by AmeriPath under Sections 6.2(c) hereof, (v) by Seller against AmeriPath with respect to Assumed Liabilities or Post-Closing Date Liabilities or (vi) based on the fraudulent actions of any party hereto.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of the costs of recovery, of XII: (i) each such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party 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). Any indemnification payment made pursuant to this Agreement obligation shall be reduced by the amount to take account of any net Tax benefit actually realized by the Indemnified Party through Buyer Parties or any of their respective Affiliates in cash or a reduction in Taxes otherwise due as a result payable in the tax year in which such indemnification payment is made or any preceding tax year; (ii) all Losses shall be net of the damages incurred or suffered any amounts actually recovered by the Indemnified PartyParty pursuant to any indemnification by, calculated or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss (net of any reasonable, actual costs, expenses, Taxes, deductibles or premiums incurred in connection with securing or obtaining such proceeds); and (iii) the Seller Parties shall not be liable for any Losses to the extent that such Losses suffered or incurred by computing any Buyer Indemnified Party result from the operation of the Advisor or the Business after the Second Closing. (b) If an Indemnified Party recovers an amount from a third party in respect of Taxes a Loss that is the subject of indemnification hereunder after all or a portion of such Loss has been paid by an Indemnifying Party pursuant to this Article XII, the Indemnified Party before and after inclusion shall promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party in respect of such Loss, plus the amount received from the third party in respect thereof (net of any Tax deductions attributable to reasonable, actual costs, expenses, Taxes, deductibles or premiums incurred in connection with securing or obtaining such damages proceeds), less (treating ii) the full amount of such Tax deductions as the last items claimed)Loss. The Each Indemnified Party shall use, and cause its Affiliates to use, use commercially reasonable efforts to seek full recovery under recover all insurance policies such amounts from third parties and indemnity provisions covering shall notify the Indemnifying Party of such rights and keep the Indemnifying Party reasonably informed of the efforts employed by such Indemnified Party in recovering any such amounts from third parties. (c) If an Indemnifying Party makes any payment for any Losses for which it is seeking indemnification hereunder, suffered or incurred by an Indemnified Party pursuant to the same extent as it would if such Loss were not subject to indemnification hereunder. For the avoidance provisions 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 indemnification claim pursuant to this Article XXII, the such Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any all rights which and remedies of the Indemnified Party may have against to any third parties insurance benefits or other claims of the Indemnified Party with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyLosses.

Additional Indemnification Provisions. With (a) The Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained set forth in Section 7.14 and this Article X, : (i) all Losses shall be reduced by (A) any insurance or other proceeds actually received by the Indemnified Party from any third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any third-party increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and indemnity proceeds that are actually recovered all costs and expenses reasonably incurred 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 (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, recovering such proceeds shall be promptly remitted to the Indemnifying from such third party (such proceeds, “Eligible Third-Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by Proceeds”) and (B) the amount of any net Tax benefit benefit, over the amount of any Tax detriment (“Net Tax Benefit”) actually realized by the Indemnified Party through (or by its direct or indirect holders, in the case of an entity treated as a reduction partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in Taxes otherwise due respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the damages incurred or suffered by the Indemnified Party, calculated by computing the amount of Taxes extent arising from special circumstances of the Indemnified Party before that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special Losses other than punitive or special Losses recovered by third parties in connection with a Third-Party Claim, (C) any indirect or consequential Losses to the extent not the direct and after inclusion reasonably foreseeable result of any Tax deductions attributable breach by the Indemnifying Party of a representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply 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 hereunderthat are recovered by third parties in connection with a Third-Party Claim), (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the same extent incurred in connection with any claim or dispute among the parties hereto as it would if such Loss were not subject to whether a Transferor Indemnified Party, on the one hand, or an Acquiror Indemnified Party, on the other hand, is entitled to indemnification hereunder. For under Section 7.14 or this Article X for any particular Loss or Losses or to specific enforcement under Section 11.13 except to the extent that an Indemnified Party prevails with respect to a direct claim (for the avoidance of doubt, except the limitations in this subsection (E) shall not apply with respect to costs and expenses relating to the second sentence of Section 3.6investigation, any inaccuracy assertion, dispute, enforcement, defense or resolution in or breach respect of any provision in Article III and Article IV and any Losses incurred as a result thereof shall be determined without regard to any materialityThird-Party Claim, 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.including reasonable

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are have been actually recovered 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 indemnification (it being agreed that if third-party insurance or indemnification indemnification, contribution or similar proceeds in respect of such facts Covered Loss are actually recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligationobligation with respect to such Covered Loss, such proceeds (net of the reasonable out-of-pocket costs of securing the same) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Loss 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 hereunder and Article IV and any Losses incurred as a result thereof shall be determined without regard permitted to offset against any materiality, Material Adverse Effect or other similar qualification contained in and otherwise applicable to recovery the reasonable out-of-pocket costs of seeking such provision for purposes of determining indemnification obligations and Losses contained in this Article X. recovery. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties (other than customers of the Business and any material suppliers to the Business) with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. The indemnification obligations of Purchaser and Seller in respect of the allocation of Assumed Liabilities and Retained Liabilities shall not govern the allocation of responsibility for Liabilities between Purchaser, Seller and their respective Affiliates in respect of any commercial arrangements unrelated to this Agreement between the parties, such matters being addressed in the terms thereof.

Additional Indemnification Provisions. (a) With respect to each the indemnification obligation obligations contained in this Article XARTICLE IX, all Losses shall be net of proceeds from any thirdinsurance arrangement or any indemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-party insurance and indemnity proceeds Party (each such source of recovery, a “Collateral Source”) that have been paid or are actually recovered by payable to the Indemnified Party in connection with the facts giving rise to the right of indemnification, net less the amount of the Taxes, expenses or out-of-pocket costs of recovery, of incurred to obtain such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or any such proceeds, “Collateral Source Proceeds”). Purchaser shall not make any claim for indemnification proceeds under this ARTICLE IX in respect of such facts are recovered by any matter that was taken into account in the Indemnified Party subsequent determination of Working Capital or the calculation of any adjustment to the Indemnifying Purchase Price pursuant to ARTICLE II, as it is the intention of Seller and Purchaser that the procedures set forth in ARTICLE II shall provide the sole and exclusive remedies for such claims. Seller shall not be required to indemnify any Purchaser Indemnified Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds and Purchaser shall not be promptly remitted required to the Indemnifying Party indemnify any Seller Indemnified Party, to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the indemnification bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) If an Indemnifying Party makes any payment made). Any indemnification payment made for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Agreement ARTICLE IX, such Indemnifying Party shall be reduced by subrogated, to the amount extent 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 Partysuch payment, calculated by computing the amount of Taxes to all rights and remedies of the Indemnified Party before and after inclusion to any insurance benefits of any Tax deductions attributable the Indemnified Party with respect to such damages (treating such Tax deductions as the last items claimed). The Indemnified Party shall use, Losses 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, with respect to the same extent as it would if claim giving rise to such Loss were not subject to indemnification hereunder. Losses. (c) For the avoidance of doubt, except any costs and expenses incurred by the Controlling Party in connection with respect a Third-Party Claim, including legal costs and expenses, shall not be deemed to the second sentence of Section 3.6, any inaccuracy in or breach of any provision in Article III and Article IV and any be 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 the indemnifiable amount of Losses contained in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such Third-Party Claim. (d) Purchaser and Seller agree that, any indemnification claimpayment under this ARTICLE IX, and the Indemnified Party shall assign any such rights be treated as an adjustment to the Indemnifying PartyPurchase Price for all Tax purposes except as otherwise required by applicable Law.

Additional Indemnification Provisions. With (i) If any event occurs which would otherwise entitle any Indemnified Party to assert a claim for indemnification under this Section 9.1, no Losses will be deemed to have been sustained by such Indemnified Party to the extent such Indemnified Party actually receives indemnification or other recovery for such Losses from a third party, including an insurance company (in each case, net of any deductibles, co-insurance and cost of recovery); provided, however, that if any Indemnified Party receives any insurance proceeds or other compensation from third parties, with respect to each any particular Losses, after having received any indemnification obligation payment under this Agreement with respect to the same Losses, such Indemnified Party will promptly refund and pay to the Indemnifying Party an amount equal to such insurance proceeds or other compensation from third parties 121 (ii) Notwithstanding anything to the contrary contained in this Article XAgreement, all Purchaser shall have no right to indemnification under this Section 9.1 with respect to any Losses or alleged Losses to the extent such Losses or alleged Losses are specifically included in the Final Purchase Price, as finally determined in accordance with Section 2.3, resulting in a Final Purchase Price that is lower than if such amount had not been included. (iii) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Section 9.1, such Indemnifying Party shall be net subrogated, to the extent of any third-party insurance such payment, to all rights and indemnity proceeds that are actually recovered by remedies of the Indemnified Party to any insurance benefits of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (iv) Any costs and expenses incurred by any Controlling Party in connection with the facts giving rise to the right of indemnificationa Third-Party Claim, net of the including legal costs of recoveryand expenses, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted deemed to be Losses for purposes of determining the Indemnifying amount of Losses with respect to such Third- Party Claim. (v) Any amount subject to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement Section 9.1 shall be reduced by the amount calculated (A) net of any insurance proceeds actually received on account of such Losses in accordance with Section 9.1(f)(i) and (B) net of any Tax benefit benefits actually realized by the Indemnified Party through in the form of a reduction in Taxes otherwise due payable by such Indemnified Party (as determined on a “with and without” basis) in the taxable year in which such loss is sustained by such Indemnified Party, which reduction is directly attributable to the deductibility of such Loss, and shall be increased by any Taxes incurred (or that would be incurred in the absence of any net operating loss generated in a Post-Closing Period) as a result of the damages incurred receipt of any insurance proceeds or suffered indemnity payment hereunder (as determined on a “with and without” basis) in the taxable year in which such Losses are sustained by the such Indemnified Party, calculated by computing the amount of Taxes of the Indemnified Party before and after inclusion of any Tax deductions which reduction is directly attributable to the deductibility of such damages Losses. (treating such Tax deductions as vi) Any payments made by Purchaser, MIC, Seller, 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 3.6Company, any inaccuracy in Company Subsidiary, or breach any 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 indemnification claim their respective Affiliates pursuant to this Article X, the Indemnifying Party Section 9.1 shall be subrogated treated as an adjustment to the extent of such payment purchase price for U.S. federal, state, local and foreign income Tax purposes to the extent permitted by Law, to Law 122 (vii) Nothing in this Agreement will limit any rights which requirements imposed on the Indemnified Party may have against any third parties with respect Parties under applicable Law to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partymitigate Losses.

Additional Indemnification Provisions. With respect to each (a) The amount of any Loss for which indemnification obligation contained in is provided under this Article X, all Losses X shall be net of (i) any third-party insurance and indemnity proceeds that are amounts actually recovered by the Indemnified Party under insurance policies (including the R&W Insurance Policy) with respect to such Loss, (ii) any net Tax benefits actually realized as a reduction in cash taxes payable by the Indemnified Party or its Affiliates arising as a result of such Loss (calculated on a “with and without” basis) in the year the indemnity payment is made (or any prior year) and (iii) any amounts actually recovered under indemnity, contribution or similar contractual provisions under Contracts of the Transferred Entities (after in each case giving effect to any applicable deductible, retention, collection costs and expenses (including attorney’s fees), retrospectively rated premiums and increase in future premiums as a result of or incurred in connection with the facts giving rise to the right of indemnification, net of the costs of recovery, of such third-party insurance or indemnity proceeds claim) (it being agreed that if such third-party insurance (including the R&W Insurance Policy) or indemnification indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying PartyIndemnitor’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party Indemnitor to the extent of and not in excess of the indemnification payment previously made). Any indemnification payment made pursuant , and, without duplication of any amount otherwise taken into account in clause (ii) and solely with respect to this Agreement any amount received by an Indemnified Party that is organized under the laws of a jurisdiction set forth in Section 2.05(a) of the Disclosure Letter, shall be reduced increased by the amount of any net Tax benefit detriment actually realized as an increase in cash taxes payable (including by the way of deduction or withholding) by such 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 receipt of the Indemnified Party before and after inclusion of indemnity payment in the year the indemnity payment is made (or any Tax deductions attributable to such damages prior year). (treating such Tax deductions as the last items claimed). b) 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 the R&W Insurance Policy to the extent it covers any Losses for which it Loss that is seeking subject to indemnification hereunder, 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 if a Loss incurred or suffered by a Purchaser Related Party arises out of or could result from a claim for which coverage is available under the R&W Insurance Policy and Section 10.01(b), then the Purchaser shall use its commercially reasonable efforts to pursue a claim for such Loss from the R&W Insurance Policy to the second sentence same extent as it would if such Loss were not subject to indemnification hereunder. (c) Each Indemnified Party shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate any Loss to the extent required under Delaware Law in respect of Section 3.6the applicable underlying claim giving rise to the right to indemnification under this Article X, upon becoming aware of any inaccuracy in event or circumstance that would be reasonably expected to, or does, give rise to such Loss. (d) No Indemnified Party shall be entitled to recover, more than once, the same Losses that may have resulted from a breach of more than one representation, warranty, covenant or agreement arising from the same facts and circumstances. (e) After the Closing, no party may bring any Action seeking the equitable remedy of rescission of the Transactions or this Agreement. (f) Notwithstanding 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 indemnification claim pursuant to contrary in this Article X, the Indemnifying Seller shall not be obligated to defend, indemnify and hold harmless each Purchaser Related Party shall be subrogated under the terms of this Article X from and against any CTA Losses to the extent such CTA Losses (A) result from an investigation of environmental conditions involving physically invasive testing procedures, such payment as soil or groundwater sampling, undertaken at any Real Property by or for any Purchaser Related Party after the Closing Date (other than any such investigation required under applicable Environmental Laws (including the CTA obligations of the Transferred U.S. Entity set forth in Section 7.17 of this Agreement), required by any Governmental Authority, approved by the Seller in writing, required to axxxx or prevent an imminent and material threat to human health and safety or the environment, required to respond to a third-party claim, reasonably conducted in connection with construction activities or otherwise reasonably conducted in the ordinary course for a legitimate business purpose (which legitimate business purpose shall not include conducting such an investigation solely for the purpose of triggering an indemnification right under this Agreement)), (B) are in excess of a reasonably cost effective method required to achieve minimum compliance with applicable Environmental Laws, in light of remediation standards applicable to the use of the relevant property as of the Closing Date (it is expressly recognized that the use of institutional controls, deed restrictions and other activity or use limitations for the property shall be considered a reasonably cost-effective method to the extent such controls, restrictions or limitations are permitted by under applicable Environmental Law, permitted or approved by the relevant Governmental Authority and do not materially interfere with any Purchaser Related Party operations) or (C) arise or result from any Release of Hazardous Material first occurring after the Closing Date (including any such Release identified as a result of any requirement to conduct any rights investigation pursuant to the CTA due to a transaction after the Closing Date unrelated to the Transactions contemplated by this Agreement) other than the migration after the Closing Date of any Release of Hazardous Material occurring prior to the Closing Date on, at, under or from the Bloomfield Property or (ii) for which the Indemnified Party may have against any third parties with respect Purchaser Related Parties are not actually indemnified or held harmless under the indemnification provided for pursuant to Schedule 1.6(b)(vi)(5)(a)(2) of the Celtics SDA due to the subject matter underlying such indemnification claimfailure of any claim by a Purchaser Related Party to satisfy or comply with any applicable procedures set forth in Schedule 1.6(b)(vi)(5)(b) of the Celtics SDA, and the Indemnified for which a Purchaser Related Party shall assign any could have been entitled to indemnification had such rights Purchaser Related Party submitted a claim that satisfied or complied with such procedures (except to the Indemnifying Partyextent such failure to satisfy or comply with such procedures is the result of Seller's breach of its obligations under Section 7.17).

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XAgreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any third-party insurance Eligible Insurance Proceeds and indemnity proceeds that are actually recovered by the Indemnified Party (iii) 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 (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 no event shall be promptly remitted to the Indemnifying Party 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 have liability to the Indemnified Party for any indemnification claim consequential, special, incidental, indirect or punitive damages, lost profits, diminution of value or similar items (other than any such damages, lost profits or similar items actually paid to any unaffiliated third party) and Losses shall not be calculated by using multiples or any valuation methodologies or similar measures used in arriving at, or that may be reflective of, the Purchase Price. (b) In any case where an Indemnified Party recovers from a third Person any amount in respect of any Loss paid by the Indemnifying Party pursuant to this Article XXIII, 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 not exceed 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 Loss. (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 be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which reimburse the Indemnified Party may 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 any third parties with respect to the subject matter underlying such indemnification claimIndemnifying Party, and then the Indemnified Party shall assign 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 such rights amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to 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 received shall be considered “Eligible Insurance Proceeds.”

Additional Indemnification Provisions. With respect to each indemnification obligation contained in (a) The amount of any and all Losses under this Article X, all Losses VIII shall be net reduced by an amount equal to: (i) any Tax benefit actually realized through a reduction in Taxes otherwise payable in the taxable period of the Loss and the two following taxable periods by any party seeking indemnification hereunder arising in connection with the accrual, incurrence or payment of any third-party insurance such Losses (but increased by an amount equal to any tax imposed because of the receipt by the Indemnified Party of such indemnity payments) and indemnity (ii) any insurance, indemnity, reimbursement arrangement, contract or other proceeds that are actually have been recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, net of the indemnification (less any costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered and expenses incurred by the Indemnified Party subsequent to the Indemnifying Party’s making in connection with recovery of such insurance proceeds and any related increases in insurance premiums) (each, 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). 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“Alternative Recovery”). The Indemnified Party shall use, and cause its Affiliates to use, use commercially reasonable efforts to seek full recovery under all insurance policies and indemnity provisions covering such Alternative Recoveries with respect to any Losses for which it is seeking indemnification hereunder, Loss to the same extent as it such Indemnified Party would if such Loss were not subject to indemnification hereunder. For the avoidance of doubtEach party hereby waives, 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Lawunder its applicable insurance policies, any subrogation rights that its insurer may have with respect to any rights which indemnifiable Losses. In the event that the Indemnified Party may have against receives recovery of any third parties with respect amount pursuant to an Alternative Recovery for which it has already been indemnified by the subject matter underlying such indemnification claimIndemnifying Party hereunder, and the Indemnified Party shall assign any such rights will as soon as reasonably practicable refund an equal amount to the Indemnifying Party. (b) Notwithstanding anything to the contrary contained in this Agreement; (i) absent Fraud, the maximum aggregate amount of indemnifiable Losses that may be recovered from the Seller by the Buyer Indemnified Parties pursuant to Section 8.2(a) shall be $330 million; provided, that such limitation with respect to Losses arising out of or resulting from a breach of a Seller Fundamental Representation shall be $660 million; (ii) absent Fraud, the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification pursuant to Section 8.2(a), other than a claim for indemnification arising out of or resulting from a breach of a Seller Fundamental Representation or a breach of the representation set out in Section 3.13(f), unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller equals or exceeds $20 million (the “Basket Amount”), in which case the Seller shall be liable for the entire Loss (not just the Losses in excess of the Basket Amount); provided, however, that no Losses, other than Losses arising out of or resulting from a breach of a Seller Fundamental Representation, may be claimed by any Buyer Indemnified Party or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this clause other than Losses in excess of $165,000 resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; (iii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that a specific, identifiable accrual or reserve for the amount of such Loss was reflected in the Financial Statements; (iv) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent that the Buyer received a benefit from the reflection of such matter in the calculation of the adjustment of the Purchase Price, if any, as finally determined pursuant to Section 2.9; (v) no party hereto shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including business interruption, diminution of value, loss of future revenue, profits or income, or loss of business reputation or 57 opportunity relating to the breach or alleged breach of this Agreement, except to the extent payable to a third party; (vi) in determining whether a breach of a representation or warranty hereunder has occurred, or calculating the amount of Losses indemnifiable hereunder, any qualifications as to materiality (including the word “material”), “Material Adverse Effect”, or other similar materiality qualifications included in any representation or warranty hereunder shall be disregarded; (vii) the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss to the extent arising out of or resulting from a breach of the representations and warranties in Section 3.15 or a Seller Environmental Liability if and to the extent that such Loss arises out of or results from: (A) a change in the use of any Real Property from use as an industrial manufacturing facility to a nonindustrial use, as such use is classified under the Environmental Laws applicable to the relevant Real Property; (B) any invasive investigations, sampling or monitoring of any Real Property from and after Closing (including “Phase 2” soil and groundwater testing) unless (i) required by Environmental Law, an Environmental Permit, a Governmental Authority, or an order, judgment or an arbitral award pursuant to Environmental Laws; (ii) reasonably necessary to investigate or xxxxx an imminent hazard as defined by Environmental Law; (iii) reasonably necessary to respond to a third-party claim if such invasive investigation, sampling or monitoring is recommended by a licensed environmental consultant based upon prior sampling that indicates a release has occurred on the Real Property in question; (iv) conducted as part of a bona fide construction, demolition, de-commissioning, closure or necessary repair of subsurface utilities or features, in all cases, if soil or groundwater testing is required pursuant to any Environmental Law in connection with such activity or required to characterize and dispose of Hazardous Substances offsite; or (v) required by the terms of an applicable lease; (C) the new release of Hazardous Substances by any Person unrelated to the Seller or its Affiliates after Closing, provided, that the migration or degradation of Hazardous Substances existing on, under or about the Real Property as of the Closing Date shall not be considered a new release; and (D) passage of, or any change in, any Law after the Closing Date; provided, that if a claim relates to non-compliance with Environmental Laws on or prior to the Closing Date, the remediation shall be measured relative to compliance with Environmental Laws at the time of the remediation, even if such Environmental Law may have changed since the Closing Date. (viii) upon receipt of Regulatory Closure at any Real Property, the Seller shall have no further obligation or responsibility under this Agreement with respect to related Seller Environmental Liabilities unless a Governmental Authority subsequently requires additional remediation due to contamination at the applicable Real Property which predates Closing.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net increased to take into account any Tax costs actually incurred by the Indemnified Party or its Affiliates in connection with the incurrence the receipt of the indemnity payment (to the extent such Taxes are (x) not already covered in the computation of the Losses and (y) payable in respect of the taxable year in which such Losses are incurred or either of the two succeeding taxable years) but shall be reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Losses in the taxable year in which such Losses are incurred or either of the two succeeding taxable years and (b) the amount of any third-party insurance and indemnity or reimbursement proceeds that are actually have been recovered 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 indemnification (it being agreed that if third-party insurance or indemnification such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 Subsidiaries to use, commercially reasonable best efforts to seek full recovery under all insurance policies and other indemnity and reimbursement provisions covering any such Losses for which it is seeking indemnification hereunder, to the same extent as it would if such Loss Losses 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be net of any third-party insurance and indemnity or indemnity, contribution or similar cash proceeds that are have been actually recovered by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification, net of reasonable, documented and out-of-pocket costs incurred by the costs of recovery, of Indemnified Party in seeking such third-party insurance collection or indemnity proceeds and any increase in premiums as a result of the associated claims (it being agreed that if third-party insurance or indemnification indemnification, contribution or similar cash 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 cash proceeds (net of reasonable, documented and out-of-pocket costs incurred by the Indemnified Party in seeking such collection or indemnity and any increase in premiums as a result of the associated claims) shall be promptly remitted to the Indemnifying Party 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 causes its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance policies and indemnity indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, Covered Loss indemnifiable under this ‎Article X to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. For the avoidance of doubt, except with respect and, to the second sentence extent any such Covered Loss may be recoverable any under any such agreements or rights, shall not be permitted to make a claim for indemnification hereunder in respect of Section 3.6, a Covered Loss unless and to the extent recovery has been so sought and not obtained; provided that the Indemnified Party shall not be required to seek to recover indemnity from any inaccuracy in or breach of any provision in Article III and Article IV and any Losses incurred as commercial partner where the Indemnified Party reasonably determines doing so would be detrimental to 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. commercial relationship. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article ‎Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be decreased by (i) any net Tax Benefit actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Covered Loss (determined on a “with and without” basis) in the taxable year in which such Covered Loss is incurred and the following four (4) taxable years, net of costs reasonably incurred by the Indemnified Party in connection therewith and any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of costs reasonably incurred by the costs Indemnified Party in seeking such collection or indemnity and any increase in premiums as a result of recovery, of the associated claims (it being agreed that if any such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance indemnification, contribution or indemnification similar proceeds in respect of such facts are recovered by the Indemnified Party Party, subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of any such proceeds shall be promptly remitted to the Indemnifying Party 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered 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 ; provided that nothing set forth in this Article X. Section 9.6 shall require any Indemnified Party to pursue any claim under any such insurance, indemnity, contribution or similar arrangement prior to pursuing an indemnification claim against the Indemnifying Party. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty to such extent. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) no Indemnified Party will be entitled to any indemnification hereunder to the extent that such indemnification would constitute a duplicative payment for the same Covered Losses; (ii) (A) the aggregate indemnification obligation of Seller under Section 9.2(a)(i) shall in no event exceed 50% of the Base Purchase Price (it being understood, for clarity, that such limitation will not apply to any other indemnification obligation under Section 9.2) and (B) the aggregate indemnification obligation of Purchaser under Section 9.3(a)(i) shall in no event exceed 50% of the Base Purchase Price (it being understood, for clarity, that such limitation will not apply to any other indemnification obligation under Section 9.3); and (iii) neither Party (and its respective Affiliates) shall have any liability under this Agreement for any Covered Losses to the extent such Covered Losses arise out of or result from an item to the extent (but only to the extent) that such Party was actually compensated therefor through the Adjustment Amount, Closing Cash Amount, Closing Funded Debt or Closing Transaction Expenses, each as finally determined pursuant to Section 2.9.

Additional Indemnification Provisions. With (a) Each of Seller, the Shareholder and Buyer agree that with respect to each indemnification obligation contained set forth in this Article X, VI: (i) 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 and indemnity coverage (including the insurance policies maintained for the benefit of Seller prior to the Closing), then any such insurance proceeds that are actually recovered 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 indemnificationseeking such collection, net of the costs of recoveryshall be considered “Eligible Insurance Proceeds”, of such third-party insurance or indemnity proceeds (it being agreed understood 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 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 use 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign make any such rights to the Indemnifying Partyinsurance claim.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be (a) reduced by any Tax benefits actually realized by the Indemnified Party or its Affiliates in the taxable year in which such Covered Loss is paid or accrued or in the two succeeding years (it being agreed that if any such Tax benefit is realized after the relevant indemnification payment is made (such that such indemnification payment was not reduced by the amount of such Tax benefit), the Indemnified Party shall pay to the Indemnifying Party the amount of the such Tax benefit no later than fifteen (15) days after such Tax benefit is actually realized) and (b) net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are have actually been recovered by the Indemnified Party or its Affiliates 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 indemnification (it being agreed that if third-party insurance or indemnification indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any ) and indemnification payment made pursuant to this Agreement shall not be reduced by the amount of any net Tax benefit actually realized by available hereunder unless 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 usefirst uses, and cause causes its Affiliates to use, commercially reasonable best efforts to seek full recovery under all insurance policies and indemnity indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyParty and otherwise cooperate with the Indemnifying Party in seeking recovery thereunder.

Additional Indemnification Provisions. With The Seller and the Acquiror agree for themselves and on behalf of their respective Affiliates and Representatives that with respect to each indemnification obligation contained in this Article XAgreement, any Transaction Agreement or any other document, instrument or certificate executed or delivered in connection with the Closing (a) each such obligation shall be calculated on an After-Tax Basis, (b) all Losses shall be net of any third-party insurance and indemnity proceeds that are which have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net of (c) in no event shall the costs of recovery, of such third-indemnifying party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party 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). 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 have liability to the Indemnified Party for any consequential damages or punitive damages, other than any such damages actually awarded and paid to an unaffiliated Person in connection with Third-Party Claims; provided that, notwithstanding the foregoing or anything to the contrary contained in this Agreement, the Indemnified Party shall be entitled to recover damages for lost profits (whether or not such lost profits damages constitute consequential damages and including lost profits damages used by a trier of fact to determine diminution in value, but specifically excluding any damages calculated as a multiple of lost profits or lost revenue) if such damages constitute actual damages awarded by a court of competent jurisdiction applying applicable Law in any Action seeking indemnification claim under this Agreement, and (d) in no event shall the Seller have any liability or obligation to any Acquiror Indemnified Person to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder is specifically reflected or reserved for in the Most Recent Balance Sheet or taken into account in the calculation of the final Total Adjusted Capital. In any case where an Indemnified Party actually recovers from a third Person any amount in respect of a matter for which an indemnifying party has indemnified it pursuant to this Article XVIII, 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 52 indemnifying party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party shall be subrogated in pursuing or defending any claim arising out of such matter. Notwithstanding anything to the extent contrary in this Agreement, for purposes of such payment and to determining the extent permitted by Law, to existence or amount of Losses for which any rights which the Indemnified Party may be entitled to indemnification under this Article VIII for any breach of a representation or warranty, each such representation or warranty shall be deemed to have against been made without any third parties with respect qualifications or limitations as to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign materiality (including any qualifications or limitations made by reference to a Material Adverse Effect) other than any such rights to limitation or qualification contained in Section 3.25 (Absence of Certain Changes), or that is inherent in the Indemnifying Partymethods, procedures and practices that constitute GAAP or SAP for purposes of Section 3.06 (Financial Information; Absence of Liabilities).

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be (a) net of any Tax benefits actually realized by the Indemnified Party in connection with the incurrence of such Loss and (b) net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that are have been actually recovered 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 indemnification (it being agreed that if third-party insurance or indemnification 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). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Loss 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 indemnification claim pursuant to this Article XVI, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party. For purposes of this Section 6.06, a Tax benefit shall be deemed to have been actually realized if, and to the extent, the hypothetical Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for any taxable year, calculated without taking into account any Tax items attributable to the Loss, exceeds the actual Tax liability, if any, of the Indemnified Party (or any affiliated, combined, consolidated or unitary group of which the Indemnified Party is a member) for such taxable year, calculated by taking into account any Tax items attributable to such Loss.

Additional Indemnification Provisions. With (a) The Transferor Parties and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained set forth in Section 7.14 and this Article X, : (i) all Losses shall be reduced by (A) any insurance or other proceeds actually received by the Indemnified Party from any third party (including reinsurance or insurance proceeds and any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any such third party, and after taking into account any deductibles, copayments or other cost sharing arrangements) on account of the Losses, in each case, net of the present value of any third-party increase in insurance premiums or other charges paid by the Indemnified Party resulting from such Losses and indemnity proceeds that are actually recovered all costs and expenses reasonably incurred 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 (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, recovering such proceeds shall be promptly remitted to the Indemnifying from such third party (such proceeds, “Eligible Third-Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by Proceeds”) and (B) the amount of any net Tax benefit benefit, over the amount of any Tax detriment (“Net Tax Benefit”) actually realized by the Indemnified Party through (or by its direct or indirect holders, in the case of an entity treated as a reduction partnership for U.S. federal income tax purposes, calculated using the Assumed Tax Rate (but only taking into account the federal, state and local income taxes to the extent applicable in Taxes otherwise due respect of such tax benefits and detriments)) for the year of the Loss and the three years following the year of the Loss as a result of sustaining any Losses, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any Losses to the damages incurred or suffered by the Indemnified Party, calculated by computing the amount of Taxes extent arising from special circumstances of the Indemnified Party before that were not communicated prior to the date hereof by the Indemnified Party to the Indemnifying Party, (B) any punitive or special Losses other than punitive or special Losses recovered by third parties in connection with a Third-Party Claim, (C) any indirect or consequential Losses to the extent not the direct and after inclusion reasonably foreseeable result of any breach by the Indemnifying Party of a representation, warranty or covenant contained in this Agreement (provided, that this clause (C) shall not apply to any Losses that are recovered by third parties in connection with a Third-Party Claim), (D) any Losses to the extent based on reputational harm (other than any such Losses that are recovered by a third party in connection with a Third-Party Claim); and (E) any costs and expenses of investigation, assertion, dispute, enforcement, defense or resolution, including attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses, to the extent incurred in connection with any claim or dispute among the parties hereto as to whether a Transferor Indemnified Party, on the one hand, or an Acquiror Indemnified Party, on the other hand, is entitled to indemnification under Section 7.14 or this Article X for any particular Loss or Losses or to specific enforcement under Section 11.13 except to the extent that an Indemnified Party prevails with respect to a direct claim (for the avoidance of doubt, the limitations in this subsection (E) shall not apply with respect to costs and expenses relating to the investigation, assertion, dispute, enforcement, defense or resolution in respect of any Third-Party Claim, including reasonable attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses in respect of any Third-Party Claim, which costs and expenses shall be subject to the provisions of Section 10.4. No multiplier or similar concept shall be applied for the purposes of calculating Losses. In the event that an Indemnified Party actually realizes a Net Tax deductions attributable Benefit with respect to a Loss subsequent to being indemnified for such damages Loss by an Indemnifying Party, such Indemnified Party shall, as promptly as practicable, reimburse such Indemnifying Party for the amount of such Net Tax Benefit, to the extent such amount of Net Tax Benefit exceeds, at such time, the amount of any outstanding indemnification claims pursuant to Article X or Section 7.14. In connection with the determination of the amount of any pending or finally determined indemnification claim pursuant to Article X or Section 7.14, the amount of any Net Tax Benefit actually realized by any Indemnified Party at the time of such determination over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, shall be taken into account in the determination of the amount of such pending or finally determined indemnification claim. To the extent that any Net Tax Benefit is actually realized following a forfeiture of Securities pursuant to Section 10.7, and prior to the time that Class G Interests and Class H Interests can no longer convert to Class E Units, then such forfeited Securities shall, as promptly as practicable, be restored to Holding or the applicable Holder, as applicable, in an amount equal to the amount of such Net Tax Benefit actually realized over the amount, at such time, of any outstanding indemnification claims pursuant to Article X or Section 7.14, divided by the Market Price as of the date of such restoration (treating with such Tax deductions restored Securities allocated among Holding and each Holder in the same proportions, and as the last items claimedsame class of Securities, as the applicable forfeiture). (b) Any amount payable by an Indemnifying Party pursuant to this Article X or Section 7.14 shall be paid, subject to Section 10.7, promptly and payment shall not be delayed pending any determination of Eligible Third-Party Proceeds. In any case where an Indemnified Party recovers from a third Person any Eligible Third-Party Proceeds or any other amount in respect of any Loss for which an Indemnifying Party has actually reimbursed it pursuant to Section 7.14 or this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount of such Eligible Third-Party 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. In connection with the determination of the amount of any pending or finally determined indemnification claim pursuant to Article X or Section 7.14, the amount of any Eligible Third-Party Proceeds recovered by any Indemnified Party at the time of such determination shall be taken into account in the determination of the amount of such pending or finally determined indemnification claim. To the extent that Eligible Third-Party Proceeds are received following a forfeiture of Securities pursuant to Section 10.7, and prior to the time that Class G Interests and Class H Interests can no longer convert to Class E Units, then such forfeited Securities shall, as promptly as practicable, be restored to Holding or the applicable Holder, as applicable, in an amount equal to the amount of such Eligible Third-Party Proceeds received divided by the Market Price as of the date of such restoration (with such restored Securities allocated among Holding and each Holder in the same proportions, and as the same class of Securities, as the applicable forfeiture). (c) The parties hereto shall treat any indemnification payment made under this Agreement and any adjustment thereto pursuant to Section 10.9 as an adjustment to the consideration hereunder for all federal, state, local and foreign Tax purposes and the parties agree to file their Tax Returns accordingly. (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 third party insurer or by indemnification or other contribution provided by a third party under a Contract between or among the Indemnified Party and such third party, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use, and cause if requested in writing by the Indemnifying Party, its Affiliates to use, commercially reasonable efforts at the sole cost of the Indemnifying Party to seek full recovery under all collect such insurance policies or other recoverable proceeds with respect to any such Losses. (e) The parties hereto acknowledge and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, to agree that the same extent as it would if such Loss were not may be subject to indemnification hereunder. For under more than one subsection of Section 10.2 or Section 10.3(a), respectively; provided, however, that, in no event shall the avoidance of doubtTransferor Indemnified Parties, except with respect on the one hand, or the Acquiror Indemnified Parties, on the other hand, be entitled to duplicative recoveries for the same underlying Loss. (f) Notwithstanding anything to the second sentence of Section 3.6contrary in this Agreement, in no event shall the Holders or Holding or any inaccuracy in Indemnifying Party related to any Holder or breach of any provision in Article III and Article IV and Holding be liable for any Losses incurred as that constituted 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 Current Liability for purposes of determining indemnification obligations and Losses contained Closing Date Net Working Capital in this Article X. Upon making any payment to connection with the Indemnified Party for any indemnification claim calculation of the Final Deficit Amount pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartySection 2.8.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all Losses shall be net of any third-party insurance and 92 indemnity proceeds that are actually recovered recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification, indemnification in each case net of any deductible or copayment, the costs of recoveryfiling a claim, of such third-party arbitration costs, the Indemnified Party’s actual increase in applicable insurance or indemnity proceeds other premiums attributable to such recovery and all other out-of-pocket costs related to such recovery (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 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, 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, all Losses shall be determined net of (i) any Tax Benefit actually realized in cash or by a reduction of Taxes otherwise due and payable by the Indemnified Party or its Affiliates in the taxable year of such Losses (or in a prior taxable year) and (ii) any third-party insurance and indemnity proceeds that are actually recovered (net of costs of actual recovery, including any deductible amount and premium increase) by the Indemnified Party or its Affiliates 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 indemnification (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party or its Affiliates subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant The Indemnified Party shall use its commercially reasonable efforts to mitigate its Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. (b) Nothing in this Agreement shall be reduced deemed to limit any Party’s rights or remedies based on fraud or willful misconduct committed by the other Party. (c) For the purposes of determining whether there has been a breach of any representation, warranty or covenant herein or the amount of Losses resulting or arising therefrom, the representations and warranties set forth in this Agreement shall be considered without regard to any net Tax benefit actually realized by materiality or material adverse effect qualification (including terms such as “material,” “materially,” “Material Adverse Effect” and “Buyer Material Adverse Effect”) set forth therein as if such qualification were deleted from such representation and warranty; provided that for the Indemnified Party through purposes of determining whether there has been 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 breach of any Tax deductions attributable representation, warranty or covenant herein, this Section 10.6(c) shall not apply to such damages (treating such Tax deductions as x) the last items claimedrepresentations and warranties set forth in Sections 3.5 and 3.6(a) and (y). 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 solely with respect to the second sentence of Section 3.6, standard that must be met to create an obligation to list any inaccuracy item 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 indemnification claim pursuant to this Article XSeller Disclosure Schedule, the Indemnifying Party shall be subrogated to the extent of such payment representations and to the extent permitted by Lawwarranties set forth in Sections 3.9, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim3.10(a), 3.14(a), 3.16 and the Indemnified Party shall assign any such rights to the Indemnifying Party3.24.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net (a) reduced by any cash Tax benefits (whether in the form of a reduction in Taxes payable, a cash Tax refund or a credit in lieu of a Tax refund), determined on a “with and without” basis, actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss in the taxable year of such Loss or the following six (6) taxable years and (b) reduced by the amount of any third-party insurance and indemnity or reimbursement proceeds that are actually have been recovered 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 indemnification (it being agreed that if third-party insurance such cash Tax benefit or indemnification proceeds in respect of such facts is received or are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, the amount of such cash Tax benefit or proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification payment madeobligations). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 best efforts to seek full recovery under all insurance policies and other indemnity and reimbursement provisions covering any such Losses for which it is seeking indemnification hereunder, to the same extent as it would if such Loss Losses 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Article X, Agreement: (i) all Losses shall be net of any third-party insurance and indemnity proceeds amounts that are actually have been recovered by the Indemnified Party in connection with the facts giving rise pursuant to the right of indemnificationany indemnification by, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds agreement with, any Third Party or any insurance policy or other cash receipts or sources of reimbursement in respect of such facts are recovered Loss (after deducting therefrom (A) the 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 deductible, co-payment or other amount of such recovery borne by the Indemnified Party subsequent or increases in premium of such policies incurred as a result of such recovery); (ii) solely for purposes of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of Buyer and Sellers shall not be deemed qualified by any references to materiality or to Material Adverse Effect, except that references to the word “Material” as used in the defined term “Material Contracts” and reference to “Material Adverse Effect” contained in Section 2.06 shall not be disregarded. (iii) for the avoidance of doubt, no Seller shall be liable for any Losses suffered by any Buyer Indemnified Party to the extent that such Losses relate to Taxes for or attributable to any Post-Closing Tax Period (except for Losses relating to Excluded Taxes or Taxes resulting from a breach of the representation in Section 2.11(a)(viii)). (b) In any case where the Indemnified Party (or its Affiliates) recovers any amount pursuant to (i) any indemnification by, or indemnification agreement with, any Third Party or (ii) any insurance policy or other cash receipts or sources of reimbursement in respect of a matter for which such Indemnified Party was indemnified pursuant to Section 5.02 or Section 5.03, as applicable, such Indemnified Party shall promptly pay over to the Indemnifying Party’s making Party the amount so recovered or realized (after deducting therefrom the amount of an indemnification payment any Losses incurred by the Indemnified Party in satisfaction excess of its applicable indemnification obligation, such proceeds shall be promptly remitted to the amount paid by the Indemnifying Party to the extent Indemnified Party and the reasonable, documented and out-of-pocket expenses incurred in procuring such recovery or realization, including, in the case of the indemnification an insurance policy, any deductible, co-payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the or other amount of any net Tax benefit actually realized such recovery borne by the Indemnified Party through a reduction or increases in Taxes otherwise due premium of such policies incurred as a result of such recovery), but not in excess of the damages incurred or suffered sum of (x) any amount previously so paid by the Indemnified Party, calculated by computing the amount Indemnifying Party to or on behalf of Taxes of the such Indemnified Party before in respect of such matter and after inclusion (y) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of any Tax deductions attributable such matter. (c) Neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled 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 recover for which it is seeking indemnification hereunder, to the same extent as it would Loss amount more than once under this Article V or otherwise under this Agreement or any other Transaction Document, even if a claim for indemnification or otherwise in respect of 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 has been made as a result thereof shall be determined without regard to any materialityof a breach of more than one covenant, Material Adverse Effect agreement or other similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses representation or warranty contained in this Agreement or any other Transaction Document. To the extent that any Indemnified Party has an unpaid final dollar amount due pursuant to this Article X. Upon making V to an Indemnifying Party, notwithstanding Section 4.07(b), such Indemnified Party may set off such amount against any payment undisputed amounts then due and unpaid by such Indemnifying Party to the Indemnified Party within the time period allowed for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Partypayment.

Additional Indemnification Provisions. With (a) Parent and the Acquiror agree, each for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained set forth in Article VII or this Article X: (i) each such obligation shall be calculated net of any Eligible Insurance Proceeds, all (ii) Losses shall be calculated net of any third-party insurance and indemnity proceeds that are actually recovered 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 (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 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 in cash by the an Indemnified Party through a reduction in Taxes otherwise due the taxable period in which such Losses occurred as a result of the damages incurred event giving rise to the indemnification, provided however, that such benefit in respect of U.S. federal and state income Taxes shall be deemed to be zero in the case of indemnification obligations in respect of a Section 338(h)(10) Subsidiary and (iii) notwithstanding anything to the contrary herein, in no event shall Parent have any liability or suffered by obligation to any Acquiror Indemnified Party to the Indemnified Partyextent that any Loss, calculated by computing the amount of Taxes or any portion thereof, for which indemnification is sought hereunder (A) has already been collected under any other Transaction Agreement, (B) for any duplicate recovery in respect of the same Loss under different provisions of this Agreement and (C) if such Loss, or related amount, description, liability or reserve, is reserved for in the Closing Statement, or taken into account in the calculation of the Closing Tangible Book Value. (b) Any amount payable by an Indemnifying Party pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds. In any case where an Indemnified Party before and after inclusion recovers from a third Person any Eligible Insurance Proceeds or any other amount in respect 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 Loss for which an Indemnifying Party has actually reimbursed 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 indemnification claim pursuant to this Article X, such Indemnified Party shall promptly pay over to the Indemnifying Party shall be subrogated to the extent amount of such payment and Eligible Insurance Proceeds, but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to the extent permitted by Law, to any rights which or on behalf of the Indemnified Party may have against in respect of such claim and (ii) the reasonable out-of-pocket costs actually incurred by the Indemnifying Party in pursuing or defending any third claim arising out of such matter in compliance with this Agreement. The parties with respect hereto shall treat any indemnification payment made under this Agreement as an adjustment to the subject matter underlying such indemnification claimPurchase Price. (c) If any portion of Losses to be reimbursed by the Indemnifying Party may be covered, and in whole or in part, by third party insurance coverage, the Indemnified Party shall assign any such rights 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 (at the Indemnifying Party’s expense) the maximum amount of cash insurance proceeds thereunder, in which event all such cash proceeds actually received, net of out-of-pocket costs reasonably incurred by the Indemnified Party in seeking such collection, shall be considered “Eligible Insurance Proceeds.” (d) All indemnifiable Losses under Section 5.10, Section 5.26, Section 6.01(b), Section 6.01(c), Article VII or this Article X shall be determined without duplication of recovery under other provisions of this Agreement (including any section or subsection of such Articles), any certificate delivered in connection with this Agreement or any other Transaction Agreement. (e) For purposes of Article VII and this Article X, in respect of the representations and warranties set forth in Article III or Article IV herein, any and all “Company Material Adverse Effect,” “Acquiror Material Adverse Effect,” “material adverse effect,” and “materiality” (including, “material to the Company Group Entities (taken as a whole)”) exceptions and thresholds and any equivalent exceptions and qualifiers set forth in such representations and warranties shall be disregarded (or, in the case of “Company Material Adverse Effect,” “Acquiror Material Adverse Effect”, “material adverse effect”, or any equivalent exceptions and qualifications, be read as “adverse effect”) for purposes of determining whether any such representation and warranty has been breached or for determining the amount of Losses resulting therefrom, provided that (i) the word “Material” in the use of the term “Material Contracts” and “Material Reinsurance Contract” shall not be disregarded and (ii) such exceptions and qualifiers shall not be disregarded in the representations and warranties set forth in Section 3.07(b). (f) Notwithstanding anything to the contrary, in no event shall the Acquiror Indemnified Parties be indemnified for any Losses resulting from the inaccuracy or breach of any representation or warranty in Section 3.14 relating to any severance or other termination benefits (including notice periods or garden leave) for the Employees, except to the extent that such Loss results from the failure to disclose severance or termination benefits (including notice periods or garden leave) that are substantially more generous to the Employee than both (i) what has been disclosed on in Section 3.14 of the Parent Disclosure Schedule and (ii) market practice for similarly situated employees (including with respect to position, tenure and seniority) of peer companies in the industry in the applicable jurisdiction. For purpose of clarity, Acquiror shall not have an indemnifiable Loss if such severance or termination benefits are otherwise payable from the Human Capital Pool.

Additional Indemnification Provisions. With (a) It is the intent of the Parties to this Agreement and the Reinsurance Agreement that no party shall make any indemnification or reinsurance payment with respect to each any Loss hereunder to the extent that such indemnification obligation or reinsurance payment would result in the duplication of any indemnification or reinsurance payment already made with respect to such Loss under any of such agreements. (b) Notwithstanding anything contained in this Article XAgreement to the contrary, (i) Losses of an Indemnified Party shall be determined without duplication of any other Loss for which an indemnification claim has been previously paid under any other representation, warranty, covenant, or agreement and (ii) in no event shall Seller have any liability or obligation to any Purchaser Indemnitee to the extent that any Loss, or portion thereof, as applicable, for which indemnification is sought hereunder was reflected and carried in a specific tax reserve appearing on the Closing Balance Sheet, which had the effect of reducing the Purchase Price, and the Seller shall be liable only for that portion of the Loss in excess of such reserve. (c) Notwithstanding anything contained in this Agreement to the contrary, all Losses of an Indemnified Party for which an indemnification claim has been made hereunder shall be calculated on an After-Tax Basis and shall be determined net of any third-third party insurance or other third party recoveries (including under or pursuant to any third party insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which an Indemnified Party is a party or has rights) actually received by the Indemnified Party (after taking into account any deductibles, copayments or other cost-sharing arrangements) for such indemnified Losses, net of all out-of-pocket costs and indemnity proceeds that are actually recovered expenses reasonably incurred by the Indemnified Party in connection obtaining such recovery. The Indemnified Parties shall use Commercially Reasonable Efforts to collect any amounts available under third party insurance policies or recoverable from non-Affiliated persons with respect to Losses sustained by such Indemnified Party; provided, however, that the facts giving rise fact that such Indemnified Party asserts a claim under such policies or against such non-Affiliated Persons shall not in any way relieve the Indemnifying Party of its obligation to indemnify, defend and hold harmless the Indemnified Party under the terms of this Article IX and shall not affect such Indemnified Party’s rights under this Article IX in any way except as expressly provided in this Section 9.14(c). If the Indemnified Party receives or any of its Affiliates on behalf of the Indemnified Party receive any amounts under applicable third party insurance policies, or from any non-Affiliated Person alleged to be responsible for any Losses, in satisfaction of any Losses of the Indemnified Party, but subsequent to an indemnification payment by the Indemnifying Party for such Losses of the Indemnified Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment of such Losses previously made to the right of indemnification, net of Indemnified Party by such Indemnifying Party up to the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered amount previously received by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction or received on its behalf by one of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyAffiliates.

Additional Indemnification Provisions. With respect In addition to each indemnification obligation any other limitations contained in this Article XIX, all Losses shall be net 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) The amount of any third-party insurance and indemnity proceeds that are actually recovered by the indemnification payments finally determined to be due to an 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 (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 to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement Article IX shall be reduced decreased by the amount of any net Tax benefit (in the form of cash actually realized 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 such Loss, to the extent that such Tax benefit does not exceed the amount of the indemnity payment received by the Indemnified Party, net of any expenses incurred by such Indemnified Party through a reduction in Taxes otherwise due pursuing such Tax benefit, and (ii) increased by the amount of any Tax cost realized prior to the end of such taxable year by any Indemnified Party as a result of the damages incurred receipt or suffered 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, calculated by computing Party the amount of Taxes of such disallowed Tax benefit within 30 days after the Indemnified Party before and after inclusion of any Tax deductions attributable notifies the Indemnifying Party that the adjustment with respect to such damages disallowance has been paid or otherwise taken into account. (treating such Tax deductions as b) Upon making any indemnification payment in respect of a Loss with respect to all or a portion of which the last items claimedIndemnified Party could have recovered from an unaffiliated third party (other than a Taxing Authority). The , if the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek have received full recovery under payment of 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 indemnification claim pursuant to this Article Xunderlying claim, the Indemnifying Party shall be subrogated will, to the extent of such payment and to the extent permitted by Lawunder Applicable Law and any applicable contractual obligations to third parties, be subrogated to any all rights which of the Indemnified Party may against such unaffiliated third party in respect of the Loss to which the payment relates. Each such Indemnified Party and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation rights. (c) The amount of any Losses sustained by an Indemnified Party and owed by an Indemnifying Party shall be reduced by any amount actually recovered by such Indemnified Party with respect thereto under any insurance or reinsurance coverage, or from any 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 reinsurance coverage and from such other party alleged to have against responsibility. If, at any third parties time subsequent to any indemnification actually having been paid pursuant to this Article IX, the Indemnified Party receives an amount under insurance or reinsurance coverage or from such other party with respect to Losses so indemnified, then such Indemnified Party shall promptly reimburse by that amount the subject matter underlying applicable Indemnifying Party for any such indemnification claimpayment actually made by such Indemnifying Party up to the amount received by the Indemnified Party, and net of any expenses incurred by the Indemnified Party shall assign in collecting any such rights amount and any increases in insurance premiums attributable to such recovery; PROVIDED that such reimbursement shall only be required to the Indemnifying Partyextent the Indemnified Party would otherwise retain an amount greater than the full amount of the Losses incurred by the Indemnified Party as a result of the underlying claim. (d) For the avoidance of doubt, Ceding Company shall not be under any obligation to indemnify any Reinsurer 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 that was otherwise specifically included in the calculation of the Initial Reinsurance Premium as reflected on such Reinsurance Closing Statement. For the avoidance of doubt, 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 Initial Reinsurance Premium on such Reinsurance Closing Statement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net reduced by (a) any Tax benefits actually realized by the Indemnified Party or its Affiliates in connection with the incurrence of such Loss, and (b) the amount of any third-party insurance and indemnity or reimbursement proceeds that are actually have been recovered 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 indemnification (it being agreed that if third-party insurance or indemnification such proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent of such proceeds would have reduced the Indemnifying Party’s indemnification payment madeobligations). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 best efforts to seek full recovery under all insurance policies and other indemnity and reimbursement provisions covering any such Losses for which it is seeking indemnification hereunder, to the same extent as it would if such Loss Losses 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights or claims which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights or claims to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect of such rights or claims against the third parties on behalf of the Indemnifying Party.

Additional Indemnification Provisions. With The Seller and the Purchaser agree for themselves and on behalf of their respective Affiliates that, with respect to each indemnification obligation contained in this Article XAgreement or any other document executed in connection with the transactions contemplated hereby, (a) each such obligation shall be calculated after reduction for any Post-Closing Date Tax Benefit that arises in connection with the payment of the Loss or otherwise with respect to the underlying claims giving rise to such Loss and (b) all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered recoverable by or for the Indemnified Party benefit of the indemnified party from its own or its Affiliates' insurance policies in connection with the facts giving rise to the right of indemnification. If a payment is made by the Seller in accordance with this Article IX, net of and if in a subsequent taxable year a Post-Closing Date Tax Benefit is realized, then the costs of recoveryPurchaser promptly shall pay to the Seller, at the time of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect realization, the amount 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 Post-Closing Date Tax Benefit to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the that such amount of any net Tax benefit actually realized by the Indemnified Party through would have resulted in a reduction in Taxes otherwise due as a result the indemnification obligations of the damages incurred or suffered by Seller under this Article IX if the Indemnified PartyPost-Closing Date Tax Benefit had been obtained in the taxable year that the Seller made such indemnification payment; provided that if any such Post-Closing Date Tax Benefit is subsequently disallowed, calculated by computing Purchaser shall notify Seller of such disallowance and Seller shall promptly pay to Purchaser the amount of Taxes of by which Seller's indemnity payment to Purchaser was reduced by such Post-Closing Date Tax Benefit, or the Indemnified Party before and after inclusion of any Tax deductions attributable amount paid by Purchaser to such damages (treating such Tax deductions Seller under the immediately preceding sentence, as the last items claimed)case may be. The Indemnified Party In no event shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery the Seller or the Purchaser be liable for consequential damages under all insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, this Agreement. Notwithstanding anything to the same extent as it would if such Loss were not contrary herein, the Seller shall have no obligation to indemnify Purchaser with respect to any matter that was subject to indemnification hereunder. For the avoidance of doubt, except a dispute with respect to the second sentence of Closing Balance Sheet under Section 3.6, any inaccuracy 2.08 but did not result 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 an adjustment to the Indemnified Party for any indemnification claim Purchase Price pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.Section 2.08. The

Additional Indemnification Provisions. (a) With respect to each the indemnification obligation obligations contained in this Article X, IX: all Losses shall be net of proceeds from any thirdinsurance arrangement or any indemnification by, reimbursement or cash receipts from, or indemnification agreement with any Third-party insurance and indemnity proceeds Party (each such source of recovery, a “Collateral Source”) that are actually recovered by have been paid to the Indemnified Party in connection with the facts giving rise to the right of indemnification, net less the amount of the out-of-pocket costs of recovery, of incurred to obtain such third-party insurance or indemnity proceeds (it being agreed that if thirdany such proceeds, “Collateral Source Proceeds”) and shall be calculated on an After-party insurance or Tax Basis. Purchaser shall not make any claim for indemnification proceeds under this Article IX in respect of such facts are recovered by any matter that was actually taken into account in the Indemnified Party subsequent determination of Working Capital or the calculation of any adjustment to the Indemnifying Purchase Price pursuant to Article II, as it is the intention of Seller and Purchaser that the procedures set forth in Article II shall provide the sole and exclusive remedies for such claims. Seller shall not be required to indemnify any Purchaser Indemnified Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds and Purchaser shall not be promptly remitted required to the Indemnifying Party indemnify any Seller Indemnified Party, to the extent of any Losses that a court of competent jurisdiction shall have determined by final judgment to have resulted from the indemnification bad faith, gross negligence or willful misconduct of the party seeking indemnification. (b) If an Indemnifying Party makes any payment made). Any indemnification payment made for any Losses suffered or incurred by an Indemnified Party pursuant to this Agreement shall be reduced by the amount provisions 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 indemnification claim pursuant to this Article XIX, the such Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any all rights which and remedies of the Indemnified Party may have against to any third parties insurance benefits of the Indemnified Party with respect to such Losses and with respect to the subject matter underlying claim giving rise to such Losses. (c) Any costs and expenses incurred by any Controlling Party in connection with a Third-Party Claim, including legal costs and expenses, shall be deemed to be Losses for purposes of determining the amount of Losses with respect to such Third-Party Claim. (d) Purchaser and Seller agree that, for purposes of computing the amount of any indemnification payment under this Article IX, any such indemnification claimpayment shall be treated as an adjustment to the Purchase Price for all Tax purposes, and the Indemnified Party shall assign any such rights adjustment shall be allocated to the Indemnifying PartyPurchase Price of the Purchased Interest or Purchased Asset to which such adjustment most closely relates. (e) Notwithstanding anything to the contrary in this Agreement, for purposes of the definition of “Seller Taxes” and indemnification under this Agreement, references to “Seller Taxes” shall be deemed to include amounts that would have constituted “Seller Taxes” but for the set-off or other utilization of any loss, deduction or credit generated by Purchaser or any Affiliate thereof other than any Purchased Entity in any taxable period or any Purchased Entity in any Post-Closing Tax Period.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Covered Losses shall be net of any third-party insurance and indemnity or indemnity, contribution or similar proceeds that have been recovered or are actually recovered recoverable (unless the Indemnified Party has exhausted commercially reasonable efforts to receive the proceeds without the proceeds being recovered) 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 indemnification (it being agreed that if third-party insurance or indemnification 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). Any indemnification payment made pursuant to this Agreement shall be reduced by , and 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 indemnity, contribution or similar provisions covering any Losses for which it is seeking indemnification hereunder, such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. For the avoidance ; provided that all deductibles, co-pay amounts and costs or expenses reasonably incurred in connection with such recovery, including all premiums and other costs 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 such insurance policies (and any increase in premium payable by such indemnified party, or any retroactive adjustment under any such policy) shall constitute Covered Losses incurred as a result and nothing set forth herein shall require that any party or Affiliate thereof shall be determined without regard to take any materiality, Material Adverse Effect legal action against any insurer or other third party provider for indemnification or contribution or similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses contained in this Article X. payment. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article XIX, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or the Business with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party upon the written request of the Indemnifying Party.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net of (i) any third-party party, representation and warranty or other insurance and indemnity proceeds that are actually recovered received by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net less the amount of the out-of-pocket costs of recovery, of incurred to collect such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds less the amount of out-of-pocket costs incurred to collect such proceeds shall be promptly remitted to the Indemnifying Party Party); and (ii) any Tax Benefit to the extent Indemnified Party or its Affiliates arising directly from such Loss that is actually realized with respect to the taxable year to which such Loss relates or any of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by three (3) succeeding taxable years (the amount “Benefit Taxable Years”) (net of any net Tax benefit actually realized out-of-pocket expenses incurred by the Indemnified Party through or its Affiliates in the Benefit Taxable Years with respect to such Tax Benefit and Taxes with respect to such Tax Benefit actually paid by the Indemnified Party or its Affiliates with respect to the Benefit Taxable Years, it being agreed and understood that the only loss of deductions resulting from the loss of basis resulting from the receipt of the indemnity payment that shall be taken into account in calculating such Taxes shall be a reduction in Taxes otherwise due loss of deductions for the Benefit Taxable Years resulting from a loss of Tax basis as a direct result of the damages incurred receipt of the indemnity payment). The Indemnified Party shall, or suffered shall cause its relevant Affiliates to, claim, to the extent legally able to claim, any Tax Benefit arising directly from the relevant Loss (a) to which the Indemnifying Party is entitled, or (b) which would reduce a Loss, under this Section 10.6. Any Tax Benefit described in clause (ii) above that is actually realized with respect to the Benefit Taxable Years after the relevant indemnification payment has been made, or otherwise not taken into account in the relevant indemnification payment, shall be paid over by the Indemnified PartyParty or its Affiliates within fifteen (15) days of actual realization (for the absence of doubt, calculated by computing the amount of Taxes without duplication, net of the Indemnified Party before and after inclusion of any Tax deductions attributable to such damages amounts set forth in the parenthetical set forth in clause (treating such Tax deductions as the last items claimedii) above). The Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable best efforts to seek prompt and full recovery under all insurance policies and indemnity provisions covering any Losses for which it is seeking indemnification hereunder, such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. For Except as set forth herein, from and after the avoidance Closing Date, no member of doubt, except with respect the Supervalu Group shall have any right of contribution or indemnification against any of the Save-A-Lot Entities for any amounts paid 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 Purchaser Indemnified Party as a result thereof shall be determined without regard of any claim for indemnification under this Article X or any claim under this Article X arising from or relating to a breach by Supervalu or any materialityof the Save-A-Lot Entities or their respective Subsidiaries of any representations, Material Adverse Effect warranties, covenants or other similar qualification contained in and otherwise applicable to such provision for purposes of determining indemnification obligations and Losses agreements contained in this Article X. Agreement or in the Services Agreement. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to Article VII or this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties (other than customers or store licensees of the Business, the Purchaser or any of its Subsidiaries, including the Save-A-Lot Entities) with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party or, where such assignment is not permitted, use commercially reasonable efforts to recover in respect such claim on behalf of the Indemnifying Party. For purposes of this Section 10.6 and Section 10.7, “Indemnified Party” shall include any Party entitled to be indemnified under Article VII, and “Indemnifying Party” shall include any Party liable for such indemnification.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all (a) All Losses shall be (i) net of any Tax Benefit and (ii) net of any Eligible Insurance Proceeds. (b) In any case where an Indemnified Party recovers from a third Person any amount with respect to any Loss paid by the Indemnifying Party pursuant to this Article III, 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 not exceed 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 with respect to such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss. (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article III could be recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use commercially reasonable efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such Third Party); provided that the Indemnifying Party shall have no obligation to litigate against such Third Party to recover any portion of its Losses. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article III 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 III. (d) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article III may be covered, in whole or in part, by third-party insurance and indemnity proceeds that are actually recovered by coverage, 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 (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent shall promptly give written notice thereof 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). 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, use commercially reasonable efforts to seek full recovery under collect the maximum amount of insurance proceeds thereunder, and 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 proceeds actually collected with respect to any Loss (net of (i) the second sentence amount of Section 3.6, reasonable costs incurred by the Indemnified Party or any inaccuracy of its Affiliates in or breach collecting such proceeds and (ii) the present value of any provision in Article III and Article IV and increased costs incurred by such Indemnified Party or any Losses incurred of its Affiliates as a result thereof of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be determined without regard considered “Eligible Insurance Proceeds”. Notwithstanding anything 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 the contrary contained in this Article X. Upon making any payment to the Agreement, except as provided in Section 4.10, no Remainco Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated 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 extent members of such payment the Remainco Group in the aggregate under Section 3.2(g) shall not exceed One Hundred Fifty Million Dollars ($150,000,000) (the “Cap”) and in no event shall any member of the Remainco Group (individually or collectively) be required to indemnify, defend or hold harmless any of the extent permitted by LawBuyer Group Indemnified Parties under Section 3.2(g) for any amounts in the aggregate in excess of the Cap. (f) The obligation of the members of the Remainco Group to indemnify, to defend or hold harmless any rights which the Buyer Group Indemnified Party may have against any third parties with respect pursuant to Section 3.2(g) shall automatically terminate on the subject matter underlying such indemnification claim, and date that is two (2) years following the Indemnified Party shall assign any such rights to the Indemnifying PartyClosing Date.

Additional Indemnification Provisions. (a) If Losses with respect to any claim for indemnification under Section 6.2 may be covered by an insurance policy of any Indemnifying Party, at the request of an Indemnified Party and without further consideration, such Indemnifying Party shall use commercially reasonable efforts to seek and recover all payments under any such insurance policy to which such Indemnifying Party may be entitled with respect to such Losses and pay over such amounts to the applicable Indemnified Party. (b) The Seller Indemnifying Parties shall have no indemnity obligation with respect to any claim for Losses that are wholly or partly attributable to any voluntary act, omission, transaction or arrangement of the Buyer Parties from and after the Closing Date. (c) In no event shall any party have any liability pursuant to this Article VI for any consequential, special, incidental, indirect or punitive damages, lost revenue, profits or income, diminution in value, loss of business reputation or opportunity or similar items. (d) With respect to each the indemnification obligation contained set forth in this Article X, VI; (x) all Losses shall be calculated on an After-Tax Basis; (y) all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification; and (z) each party shall mitigate any Losses for which that party seeks indemnification pursuant to this Article VI. In any case where an Indemnified Party recovers from a third party any amount in respect of a matter for which an Indemnifying Party has previously indemnified it pursuant to this Article VI, net 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 recovery), but not in excess of the costs sum of recovery, (i) any amount previously paid by the Indemnifying Party to or on behalf of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds the Indemnified Party in respect of such facts are recovered claim and (ii) any amount expended 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 in pursuing or defending any claim arising out of the indemnification such matter. Upon payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount in full 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 indemnification claim pursuant to this Article Xamounts recovered, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which of the Indemnified Party may have against any third parties Person (other than an Indemnified Party) with respect to the subject matter underlying of such indemnification claim, and the . Any Indemnified Party shall assign any such rights to or otherwise reasonably cooperate with the Indemnifying PartyParty to pursue any claims against, or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all Losses shall be net of any third-party insurance and indemnity proceeds that are actually recovered recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification, indemnification in each case net of any deductible or copayment, the costs of recoveryfiling a claim, of such third-party arbitration costs, the Indemnified Party’s actual increase in applicable insurance or indemnity proceeds other premiums attributable to such recovery and all other out-of-pocket costs related to such recovery (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 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, 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party.

Additional Indemnification Provisions. With respect (a) All payments for indemnifiable Damages made pursuant to each this Article VIII shall be treated as adjustments to the Purchase Price. If Seller has an obligation to provide indemnification obligation pursuant to the terms and conditions, and subject to the limitations, contained in this Article XVIII, all Losses then Buyer may take any action or exercise any remedy available to it against Seller by appropriate legal proceedings to collect such indemnifiable Damages. (b) Each Indemnitor shall be net of any third-party insurance and indemnity proceeds that are actually recovered pay the indemnification amount claimed 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 immediately available funds promptly within ten (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by 10) days after the Indemnified Party subsequent to provides the Indemnifying Party’s making Indemnitor with written notice of an indemnification payment Action hereunder unless the Indemnitor in satisfaction good faith disputes such Action. If the Indemnitor disputes such Action in good faith, then promptly after the resolution of its applicable indemnification obligationsuch dispute, such proceeds the amount finally determined to be due shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced paid 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 Indemnitor to the Indemnified Party for any in immediately available funds within ten (10) days of such dispute being finally resolved and in the event the Indemnitor fails to pay the Indemnified Party the amount of such indemnification claim pursuant Action within such ten (10) day period, the Indemnitor shall pay the Indemnified Party interest on the amount of such indemnification Action at an annual rate of six percent (6%) from the date of the final resolution of such indemnification Action until the indemnification Action is paid in full. (c) Subject to the limitations set forth in this Article XVIII, if any Indemnitor fails to comply with its obligations to make cash payments to an Indemnified Party in an aggregate amount sufficient to reimburse the Indemnifying Indemnified Party shall be subrogated to the extent of such payment and to the extent permitted by Lawfor all Damages resulting from an indemnified Action, to any rights which the Indemnified Party may have pursue any and all rights and remedies against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying PartyIndemnitor available in law or in equity.

Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article XAgreement, all Losses shall be net of (i) any third-party insurance and indemnity proceeds that are actually have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification, net less the amount of the out-of-pocket costs of recovery, of incurred to obtain such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made). Any indemnification payment made pursuant to this Agreement shall be reduced by the amount of , and (ii) any net 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)Benefits. 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, such Loss 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 indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated subrogated, to the extent of such payment and to the extent permitted by Lawpayment, to any rights which the Indemnified Party may have against under any third parties third-party insurance policies with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall shall, to the extent permitted under such insurance policies, assign any such rights to the Indemnifying Party. From and after the Closing Date, no member of the Parent Group shall have any right of contribution or indemnification against any of the Transferred Companies or their respective Subsidiaries for any amounts paid to any Purchaser Indemnified Party as a result of any claim for indemnification under this Agreement or any claim arising from or relating to a breach by Parent, Sellers or, prior to the Closing, any of the Transferred Companies or their respective Subsidiaries of any representations, warranties, covenants or other agreements contained in this Agreement or in any Ancillary Agreement.

Additional Indemnification Provisions. With (a) Parent and Purchaser agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation contained set forth in this Article XVIII, all Losses any Ancillary Agreement or any other document executed or delivered in connection with the Closing: (i) each such obligation shall be calculated net of any Eligible Insurance Proceeds and (ii) in no event shall Parent have any liability or obligation to any Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is specifically reserved for in the Final Closing Statement. (b) Any amount payable by the 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 the 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) The Parties shall treat any indemnification payment made under this Agreement as an adjustment to the Closing Consideration. (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 and indemnity proceeds that are actually recovered by coverage, the Indemnified Party in connection with the facts giving rise shall promptly give notice thereof to the right Indemnifying Party (a “Notice of indemnificationInsurance”). If the Indemnifying Party so requests within one hundred eighty (180) days after receipt of a Notice of Insurance, net of the costs of recovery, of such third-party insurance or indemnity proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by the Indemnified Party subsequent shall use its commercially reasonable efforts to collect (at the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to expense) the Indemnifying Party 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 Eligible Insurance Proceeds. (e) The Parties acknowledge 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 agree that the same extent as it would if such Loss were not may be subject to indemnification hereunder. For the avoidance of doubt, except with respect to the second sentence under more than one subsection of Section 3.68.02(a), respectively; provided, however, that in no event shall an Indemnified Party be entitled to duplicative recoveries for the same underlying Loss under this Article VIII or under any inaccuracy Ancillary Agreement. (f) For purposes of this Article VIII, in or breach respect of any provision the representations and warranties set forth in Article III (except for Section 3.08(b)) and Article IV IV, and the covenants set forth in this Agreement, any and all “Material Adverse Effect”, “material adverse effect”, “materiality” and similar exceptions and qualifiers and any Losses incurred as a result thereof similar thresholds set forth in such representations, warranties and covenants shall be determined without regard to any materialitydisregarded (or, in the case of “Material Adverse Effect or other similar qualification contained in and otherwise applicable to such provision Effect”, be read as “adverse effect”) for purposes of determining indemnification obligations and Losses contained in this Article X. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment and to the extent permitted by Law, to any rights which the Indemnified Party may have against any third parties with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign whether any such rights to representation or warranty has been breached or determining the Indemnifying Partyamount of Losses resulting therefrom.