Common use of Additional Indemnification Provisions Clause in Contracts

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base 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 XIII, 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 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) With The CCBU Parties and the CCBCC Parties agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each the indemnification obligation obligations in this Agreement Agreement: (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds third-party insurance proceeds which have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification; (ii) in no event shall the Indemnifying Party have liability to the Indemnified Party under this Agreement for any consequential, special, incidental, indirect or punitive damages, lost profits or similar items (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) unless any such damages or items are awarded to a third party in a Third Party Claim, provided that this Section 9.06(a)(ii) shall not limit or restrict in any way the right or ability of an Indemnified Party to recover damages that are direct and reasonably foreseeable; and (iii) so long as such party has complied with its obligations under Section 2.04, no party shall have the obligation to indemnify any other Person with respect to any Losses shall not be calculated to the extent relating to any failure by using multiples the parties to obtain the consent of any Person required in a CCBU Assumed Contract (other than in the event where such CCBU Assumed Contract is a CCBU Material Contract that the CCBU Parties failed to identify as requiring consent or any valuation methodologies notice on Section 3.12(a) of the CCBU Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder or similar measures used a CCBCC Assumed Contract (other than in arriving at, the event where such CCBCC Assumed Contract is a CCBCC Material Contract that the CCBCC Parties failed to identify as requiring consent or that may be reflective of, notice on Section 4.12(a) of the Base Purchase PriceCCBCC Disclosure Schedule) as a result of the consummation of the transactions contemplated hereunder. (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 XIIIaddition to, 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 and not in excess of limitation of, the sum of (i) any amount previously paid by foregoing, the Indemnifying Party to or CCBU Parties and the CCBCC Parties agree, for themselves and on behalf of the Indemnified Party in respect of such claim their respective Affiliates and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such Loss.Representatives, that: (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII could be recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount CCBU Parties shall have no liability to indemnify any CCBCC Indemnified Party under this Agreement with respect to any Losses (A) to the extent such Losses are included in the CCBU Assumed Liabilities reflected on the CCBU Final Amounts Schedule or would be duplicative of reasonable amounts paid by the CCBU Parties pursuant to Section 2.12(a) or Section 5.14(a), or (B) to the extent such Losses are caused by or result from any action (I) that after the date hereof the CCBCC Parties request the CCBU Parties to take or refrain from taking in writing pursuant to Section 5.01(a) (other than actions the CCBU Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to a written consent from CCBCC specifically authorizing such action, but only as long as the CCBU Parties’ request for written consent to such action was not related to curing a breach of any representation, warranty or covenant of a CCBU Party hereunder, or (III) that the CCBU Parties or any of their Affiliates, having sought CCBCC ‘s consent pursuant to Section 5.01(a), did not take as a result of CCBCC having unreasonably withheld, delayed or conditioned the requested consent, other than, in the case of clauses (I) and (II), any such Losses constituting costs and expenses specifically and intentionally incurred by the Indemnified Party or its Affiliates in collecting CCBU Parties to take any such proceeds action requested by the CCBCC Parties and agreed to by the CCBU Parties; and (ii) the present value CCBCC Parties shall have no liability to indemnify any CCBU Indemnified Party under this Agreement with respect to any Losses (A) to the extent such Losses are included in the CCBCC Assumed Liabilities reflected on the CCBCC Final Amounts Schedule or would be duplicative of amounts paid by the CCBCC Parties pursuant to Section 2.12(b) or Section 5.14(b), or (B) to the extent such Losses are caused by or result from any action (I) that after the date hereof the CCBU Parties request the CCBCC Parties to take or refrain from taking in writing pursuant to Section 5.01(b) (other than actions the CCBCC Parties are already obligated to take or refrain from taking under this Agreement), (II) taken pursuant to a written consent from CCBU specifically authorizing such action, but only as long as the CCBCC Parties’ request for written consent to such action was not related to curing a breach of any increased costs incurred by such Indemnified representation, warranty or covenant of a CCBCC Party hereunder, or its Affiliates (III) that the CCBCC Parties or any of their Affiliates, having sought CCBU’s consent pursuant to Section 5.01(b), did not take as a result of CCBU having unreasonably withheld, delayed or conditioned the requested consent, other than, in the case of clauses (I) and (II), any such Loss, including Losses constituting costs and expenses specifically and intentionally incurred by the CCBCC Parties to take any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceedsaction requested by the CCBU Parties and agreed to by the CCBCC Parties.”

Additional Indemnification Provisions. a. Buyer and Secured Party agrees that without an Indemnified Person's prior written consent it shall not settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability and obligations arising therefrom, or indemnifying party reaffirms their obligation, to indemnify for or contribute to losses incurred by any unreleased Indemnified Person as herein provided. b. Promptly after receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor may assume the defense of such Action in a timely manner, including the employment of counsel (areasonably satisfactory to the Indemnified Person) With and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant to this agreement to indemnify the Indemnified Person in respect of such Action and provides to each indemnification obligation the Indemnified Person evidence reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay the reasonable fees and disbursements of such separate counsel as incurred. c. In the event of any fundamental change involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of its assets, any executory obligations of an indemnitor in this Agreement (i) each such obligation shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory to it. d. If multiple claims are brought against an Indemnified Person in any Action with respect to at least one of which Indemnification is permitted under applicable law and provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be calculated conclusively deemed to be based on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds claims as to which Indemnification is permitted and (iii) 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 Base Purchase Priceprovided for. (b) In e. If the indemnity referred to in this Agreement should be, for any case where an reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Party recovers from a third Person any amount in respect of any Loss paid by the Indemnifying Party pursuant to this Article XIIIharmless, such Indemnified Party Indemnitors 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 each Indemnified Party in respect Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such claim Losses as is appropriate (i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand in connection with the transaction or (ii) any amount expended by if 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 allocation on that basis is not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Lawlaw, and to reflect not only the Parties agree relative benefits referred to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of clause (i) above but also the amount relative fault of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by each such Indemnified Party or its Affiliates Person, respectively, and Indemnitors as a result well as any other relevant equitable considerations. f. The obligations of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) the indemnitor referred to. above shall be considered “Eligible Insurance Proceedsin addition to any rights that any Indemnified Person may otherwise have.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base Purchase Price. (b) In any case where an Indemnified Party Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by the Indemnifying Party an Indemnitor pursuant to this Article XIIIX, such Indemnified Party Indemnitee shall promptly pay over to the Indemnifying Party Indemnitor the amount so recovered (after deducting therefrom the amount net of reasonable costs any out-of-pocket expenses incurred by it such Indemnitee in procuring such recovery, which costs expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party Indemnitor to or on behalf of the Indemnified Party Indemnitee in respect of such claim and (ii) any amount expended by the Indemnifying Party Indemnitor in pursuing or defending any claim arising out of such Lossmatter. (cb) If any portion of Losses to be paid by the Indemnifying Party Indemnitor pursuant to this Article XIII could X would reasonably be recovered expected to be recoverable from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitor, then the Indemnified Party Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party Indemnitor and, upon the request of the Indemnifying PartyIndemnitor, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such Third Partythird Person, in which event the Indemnifying Party Indemnitor shall reimburse the Indemnified Party Indemnitee for all reasonable costs and expenses incurred in connection with such collection collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such Third Partythird Person). If any portion of Losses actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIII X could have been recovered from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitee, then the Indemnified Party Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such Third Party third Person as are necessary to permit the Indemnifying Party Indemnitor to recover from such Third Party third Person any amount actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIII.X. (dc) The parties Neither Ceding Company nor the Reinsurer shall treat have any right to set off any unresolved indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party claim pursuant to this Article XIII may be covered, in whole X against any payment due pursuant to any other Transaction Agreement or in part, by third-party insurance coverage, any other agreement between the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance ProceedsParties.”

Additional Indemnification Provisions. (a) With respect to each indemnification or advancement of fees or expenses obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds third‑party insurance proceeds (other than any such proceeds received under transactional insurance policies purchased in connection with, and (iii) Losses shall not be calculated by using multiples or any valuation methodologies or similar measures used in arriving at, or that may be reflective ofproviding coverage with respect to, the Base Purchase Pricetransactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) that have been recovered (net of any costs, fees or expenses, including reasonable attorneys' fees and expenses, incurred to procure such proceeds and the amount of any increased insurance premiums, retentions or other costs related to or arising from any related claims or awards) by the Indemnified Party in connection with the facts giving rise to the right of indemnification or advancement of fees and expenses, and the Indemnified Party shall seek full recovery under all insurance policies (other than any transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. Each party hereto waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (b) In any case where an Indemnified Party recovers from a third Person any amount The Purchaser Group shall use commercially reasonable efforts, as requested in respect of any Loss paid writing by the Indemnifying Party pursuant Sellers, which are necessary to mitigate against Losses and the Purchaser Group shall use commercially reasonable efforts necessary to pursue any rights of recovery against policies of insurance (other than any transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) and third parties with respect to which neither the Purchaser Group nor the Business has a business relationship; provided, that the failure of the Purchaser Group to so mitigate or use commercially reasonable efforts shall only reduce the rights of the Purchaser Group to recover for Losses under this Article XIII, such Indemnified Party shall promptly pay over Agreement 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 extent of the sum Losses that would have been avoided by such mitigation or pursuit or use of commercially reasonable efforts and the burden of proving such amount shall be on the Sellers. (c) Losses shall be net of (i) any amount previously paid by balance sheet reserves recorded specifically for such Loss as finally established in the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim Working Capital Adjustment and (ii) any amount expended right of set‑off against or other similar gain or benefit from a party (other than from the Sellers or any of their Affiliates and, for the avoidance of doubt, other than any proceeds received under transactional insurance policies purchased in connection with, and providing coverage with respect to, the transactions contemplated hereby and covering, among other things, breaches of the representations and warranties set forth herein) that is actually received by the Indemnifying Party in pursuing Purchaser Group or defending any claim arising out of the Business, such Loss. (c) If any portion of Losses to be paid by that the Indemnifying Party pursuant to this Article XIII could be recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection Purchaser Group shall not exceed the amount recoverable from such Third Party). If receive double recovery with respect to any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIIILoss. (d) The parties shall treat With respect to each indemnification or advancement of fees or expenses obligation contained in this Agreement, for purposes of determining whether there has been a breach or inaccuracy of any indemnification payment made under representation or warranty, or the amount of any Loss related to any such breach or inaccuracy, for purposes of Section 9.1, the representations and warranties set forth in this Agreement as an adjustment (other than the Qualified Representations) shall be made without regard and without giving effect to the Base Purchase Price term, or, as applicable, clause containing, "material," "Material Adverse Effect," "except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect," "for federalsuch exceptions that would not reasonably be expected to have a Material Adverse Effect", state"material in the context of the Business" or similar phrases or clauses contained in such representation or warranty the inclusion of which would limit or potentially limit an indemnification claim by a Purchaser Indemnified Party or Seller Indemnified Party (as if such word or clause, local as applicable, were deleted from such representation and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordinglywarranty). (e) If any portion of Losses Subject to be paid by the Indemnifying Party pursuant to this Article XIII may be coveredSection 3.7, Section 9.6 and Section 10.11, in whole the event any Party perpetrates a fraud on, or makes any fraudulent representation (including by omission) to, another Party, then, in any such case, any Indemnified Party that suffers any Loss by reason thereof shall be entitled to indemnification therefor without regard to any limitation or other restriction with respect thereto set forth in Section 9.1, Section 9.2(b), Section 9.4 or Section 9.7(a). (f) From and after Closing, the Purchaser Group and its Affiliates (including the Business and the Transferred Entities) shall have no Liability to either of the Sellers or any of their respective Affiliates in respect of, and none of the Sellers and their respective Affiliates shall have (and each Seller (on behalf of itself and, to the maximum extent permitted by Law, its Affiliates), hereby irrevocably and unconditionally releases, waives and agrees not to assert) any right (whether at Law or in partequity, by third-party insurance coveragebased in Contract, contribution, tort or otherwise) against, or recourse to, the Indemnified Party shall promptly give notice thereof to Purchaser Group, the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect Business, the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected Purchased Assets or the Transferred Entities in respect of any Loss (net breach of (i) any provision of the amount Transaction Documents resulting from any act or omission taken, by any Transferred Entity, the Business or any Representative thereof, or by either of reasonable costs incurred by the Indemnified Party Sellers or its any of their respective Affiliates in collecting such proceeds and (ii) respect of the present value of any increased costs incurred by such Indemnified Party Business, the Transferred Entities or its Affiliates as a result of such Lossthe Purchased Assets, including any retroactive in each case, occurring at or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceedsprior to the Closing.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax BasisAgreement, (ii) all Losses shall be net of (i) any Eligible Insurance Proceeds (other than from self-insurance policies) and (iiiii) only with respect to Losses shall not be calculated relating to the Acquired Companies that were formed or organized outside the United States (other than Thoreau Consulting Hong Kong), any net Tax benefit actually realized by using multiples the Indemnified Party (or any valuation methodologies an Affiliate thereof) solely (i.e., determined on a “with or similar measures used without” basis) as a result of sustaining or paying the Loss giving rise to the applicable indemnification obligation, but only to the extent such net Tax benefit is actually realized in arriving at, or that may be reflective of, the Base Purchase Pricetaxable period of such Loss. (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 XIII, 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 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federalPrice, state, local and foreign income Tax purposes, to the extent permitted unless otherwise required by applicable Law, and the Parties agree to file their Tax Returns accordingly. (ed) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds”; provided, that the foregoing will not require the Indemnified Party to institute any Action against any insurance provider.” (e) For purposes of determining whether any representation and warranty has been breached or is inaccurate and for purposes of calculating the amount of any Loss under this Article XIII, each representation and warranty contained in this Agreement shall be read without regard to any “materiality,” “Company Material Adverse Effect,” “Buyer Material Adverse Effect” or qualifications to “material” or “in all material respects” contained in or otherwise applicable to such representation or warranty, other than (i) the representation and warranty in Section 5.03, Section 5.04(b) or Section 5.16, (ii) any Listing Representation and (iii) any use of the defined term “Material Contract” or “Material Customer” or the use of “material” in any defined term.

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base Purchase Price. (b) In any case where an Indemnified Party Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by the Indemnifying Party an Indemnitor pursuant to this Article XIIIXI, such Indemnified Party Indemnitee shall promptly pay over to the Indemnifying Party Indemnitor the amount so recovered (after deducting therefrom the amount net of reasonable costs any out-of-pocket expenses incurred by it such Indemnitee in procuring such recovery, which costs expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party Indemnitor to or on behalf of the Indemnified Party Indemnitee in respect of such claim and (ii) any amount expended by the Indemnifying Party Indemnitor in pursuing or defending any claim arising out of such Lossmatter. (cb) If any portion of Losses to be paid by the Indemnifying Party Indemnitor pursuant to this Article XIII could XI would reasonably be recovered expected to be recoverable from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitor, then the Indemnified Party Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party Indemnitor and, upon the (c) Neither the request of Recipient nor the Indemnifying Party, Administrator shall use reasonable best efforts have any right 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 set off any portion of Losses actually paid by the Indemnifying Party unresolved indemnification claim 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 XI 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 payment due pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this other Transaction Agreement as an adjustment to or any other agreement between the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (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 PartyParties. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds.”Section 11.4

Additional Indemnification Provisions. (a) With respect To the extent an Indemnity Loss gives rise to each indemnification obligation in an Indemnity Claim by a Company Indemnified Person (i) under more than one provision of this Agreement (i) each including, for example, multiple representations, warranties or covenants), such obligation shall be calculated on an After-Tax BasisCompany Indemnified Person may seek recovery under any or all such provisions and clauses, and (ii) all Losses under one or more provisions of this Agreement, such Company Indemnified Person shall be net entitled to bring such Indemnity Claim under this Agreement notwithstanding that the Indemnity Loss may or may not also give rise to a Claim under another Transaction Document; provided that in the case of any Eligible Insurance Proceeds (i) and (iii) Losses ii), notwithstanding anything to the contrary herein or in any other Transaction Document, any Indemnity Loss under this Agreement shall not be calculated determined without duplication of recovery for the same Loss by using multiples reason of the state of facts giving rise to such Indemnity Loss constituting a breach of more than one representation, warranty, covenant or agreement of this Agreement or any valuation methodologies or similar measures used in arriving at, or that may be reflective of, the Base Purchase Priceother Transaction Document. (b) The amount for which any Indemnifying Person shall be liable with respect to any Indemnity Loss incurred by any Company Indemnified Person shall be reduced to the extent that such Company Indemnified Person shall theretofore have actually realized any proceeds (net of any costs or expenses expended by such Company Indemnified Person in seeking such proceeds, including the present value of any increases in insurance premiums) recovered from Third Parties (including insurers) with respect to such Indemnity Loss or any of the events, conditions, facts or circumstances resulting in such Indemnity Loss. (c) In any case where an a Company Indemnified Party Person or any of its Affiliates recovers from a third Person Third Parties any amount payments in respect of any Loss a matter with respect to which an Indemnifying Person has indemnified and paid by the Indemnifying Party it pursuant to this Article XIII, VIII such Company Indemnified Party shall Person will 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 Person the amount so recovered, received or accrued (net of any reasonable costs to such Company Indemnified Person to obtain such recovery), but not in excess of the sum of (i) any amount previously so paid by the Indemnifying Party Person to or on behalf of the Company Indemnified Party Person 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 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIIImatter. (d) The parties If any Person is required to withhold or deduct any Taxes from or in respect of any amount payable pursuant to this Article VIII, the amount payable by such Person shall treat be increased as may be necessary so that after withholding or deducting all Taxes, including withholdings or deductions applicable to any indemnification payment made additional amount payable under this Agreement as an adjustment Section 8.6(d), the recipient of any such payment receives a net amount equal to the Base Purchase Price for federal, state, local and foreign income Tax purposes, amount it would have been entitled to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordinglyreceive it no such Taxes had been withheld or deducted. (e) If any portion of Losses to All amounts owed by an Indemnifying Person under this Article VIII shall be paid promptly (but in any event within five Business Days from the date of determination of such amounts owed) by the Indemnifying 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 Person through wire transfer of immediately available funds to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected account designated in respect of any Loss (net of (i) the amount of reasonable costs incurred writing by the Company Indemnified Party or its Affiliates in collecting Person entitled to such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceedspayment.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax BasisAgreement, (ii) all Covered Losses shall be net of any Eligible Insurance Proceeds and (iii) Losses shall not be calculated by using multiples third-party insurance or any valuation methodologies indemnity, contribution or similar measures used in arriving at, or proceeds that may be reflective of, have been actually recovered by the Base Purchase Price. (b) In any case where an Indemnified Party recovers from a third Person any amount in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of any Loss paid such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party pursuant to this Article XIIIParty’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such Indemnified Party proceeds shall be promptly pay over remitted to the Indemnifying Party to 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 extent of the sum indemnification payment made (net of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim applicable deductibles, limitations, co-payments, retro-premium obligations 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 Partypremium increases attributable thereto, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for and all reasonable and documented out-of-pocket fees, costs and expenses incurred in connection with the collection of any such collection (which costs proceeds)), and expenses of collection the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not exceed subject to indemnification hereunder. Upon making any payment to the amount recoverable from such Third Party). If Indemnified Party for any portion of Losses actually paid by the Indemnifying Party indemnification claim pursuant to this Article XIII could have been recovered from a Third IX, the Indemnifying Party not affiliated with shall be subrogated, to the relevant extent of such payment, to any rights which the Indemnified Party based on 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 claim or demand asserted against such Indemnifying Partyindemnification claim, then and the Indemnified Party shall transfer, to the extent transferable, assign any 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 upon the written request of the Indemnifying Party pursuant to this Article XIIIParty. (db) The parties Neither Purchaser Indemnified Parties nor Seller Indemnified Parties shall treat any indemnification payment made be entitled to recover for the same Covered Loss more than once under this Article IX or otherwise under this Agreement as an adjustment to the Base Purchase Price or any Transaction Document even if a claim for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole indemnification or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected otherwise in respect of any such Covered Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates has been made as a result of such Lossa breach of more than one covenant, including agreement or representation or warranty contained in this Agreement or any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance ProceedsTransaction Document.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base Purchase Price. (b) In any case where an Indemnified Party Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by the Indemnifying Party an Indemnitor pursuant to this Article XIIIXII, such Indemnified Party Indemnitee shall promptly pay over to the Indemnifying Party Indemnitor the amount so recovered (after deducting therefrom the amount net of reasonable costs any out-of-pocket expenses incurred by it such Indemnitee in procuring such recovery, which costs expenses shall not exceed the amount so recovered), but not in excess of the sum of (iA) any amount previously paid by the Indemnifying Party Indemnitor to or on behalf of the Indemnified Party Indemnitee in respect of such claim and (iiB) any amount expended by the Indemnifying Party Indemnitor in pursuing or defending any claim arising out of such Lossmatter. (cb) If any portion of Losses to be paid by the Indemnifying Party Indemnitor pursuant to this Article XIII could XII would reasonably be recovered expected to be recoverable from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitor, then the Indemnified Party Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party Indemnitor and, upon the request of the Indemnifying PartyIndemnitor, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event maximum (c) Neither the Indemnifying Party Recipient nor the Administrator 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 have any portion of Losses actually paid by the Indemnifying Party right to set off any unresolved indemnification claim 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 XII 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 payment due pursuant to this Article XIIIany other Transaction Agreement or any other agreement between the Parties. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement (i) each such obligation shall be calculated on an After-Tax BasisAgreement, (ii) all Losses shall be net of any Eligible Insurance Proceeds and reduced by (iii) 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 Base 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 XIII, 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 (ia) 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 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 net Tax Benefit actually paid by the Indemnifying Party pursuant to this Article XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred realized by the Indemnified Party or its Affiliates in collecting connection with the incurrence of such Loss with respect to Tax Returns for the year such Losses were incurred (determined on a “with and without” basis), net of costs reasonably incurred by the Indemnified Party in connection therewith and (b) the amount of any third-party insurance, or other indemnity or reimbursement proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if such proceeds and in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent such reduction of the Losses would have reduced the Indemnifying Party’s indemnification obligations) net of the cost of recovery (ii) the present value of including any increased costs incurred by premiums). Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article X, the Indemnifying Party shall be subrogated, to the extent of such payment, to any 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. Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to this Article X to the extent any Losses were attributable to such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance ProceedsParty’s own fraud.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base Purchase Price. (b) In any case where an Indemnified Party Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by the Indemnifying Party an Indemnitor pursuant to this Article XIIIVI, such Indemnified Party Indemnitee shall promptly pay over to the Indemnifying Party Indemnitor the amount so recovered (after deducting therefrom the amount net of reasonable costs any out-of-pocket expenses incurred by it such Indemnitee in procuring such recovery, which costs expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party Indemnitor to or on behalf of the Indemnified Party Indemnitee in respect of such claim and (ii) any amount expended by the Indemnifying Party Indemnitor in pursuing or defending any claim arising out of such Lossmatter. (cb) If any portion of Losses to be paid by the Indemnifying Party Indemnitor pursuant to this Article XIII could VI would reasonably be recovered expected to be recoverable from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitor, then the Indemnified Party Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party Indemnitor and, upon the request of the Indemnifying PartyIndemnitor, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such Third Partythird Person, in which event the Indemnifying Party Indemnitor shall reimburse the Indemnified Party Indemnitee for all reasonable costs and expenses incurred in connection with such collection collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such Third Partythird Person). If any portion of Losses actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIII VI could have been recovered from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitee, then the Indemnified Party Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such Third Party third Person as are necessary to permit the Indemnifying Party Indemnitor to recover from such Third Party third Person any amount actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIIIVI. (dc) The parties Neither the Company nor PAD shall treat have any right to set off any unresolved indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party claim pursuant to this Article XIII may be covered, in whole VI against any payment due pursuant to any other Transaction Agreement or in part, by third-party insurance coverage, any other agreement between the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance ProceedsParties.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax BasisArticle IX, (ii) all Losses shall be net of any related Eligible Insurance Proceeds and (iii) 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 Base Purchase Priceas defined below). (b) In any case where an the Indemnified Party or its Affiliates recovers from a third Person party any amount in respect of any Loss paid by the Indemnifying Party pursuant to this Article XIIIIX, such 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 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.amount (c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII IX could be recovered from a Third Party third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such 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 best efforts to collect the maximum amount recoverable from such Third Partythird 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 Partythird party). If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XIII IX could have been recovered from a Third Party third party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such the Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party third party as are necessary to permit the Indemnifying Party to recover from such Third Party third party any amount actually paid by the Indemnifying Party pursuant to this Article XIIIIX. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII 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 shall cause its Affiliates to, use commercially reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred increase in insurance premiums or other charges paid or reasonably expected to be paid by such the Indemnified Party or its Affiliates as a result arising out of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds.” (e) The Indemnifying Party shall not be liable under this Article IX in respect of any Loss which is contingent unless and until such contingent Loss becomes an actual liability and is due and payable. (f) The Indemnified Party shall, and shall cause its Affiliates to, procure that all commercially reasonable steps are taken, and all commercially reasonable assistance is given to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article IX. In the event the Indemnified Party or its Affiliates fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss that could reasonably have been avoided had the Indemnified Party or its Affiliates made such efforts. (g) The parties hereto acknowledge and agree that the same Loss may be subject to indemnification under more than one subsection of Section 9.1(a) or Section 9.2(a), respectively; provided, however, that in no event shall the Seller Indemnified Parties, 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 other Transaction Documents, the sole remedy for which shall be as set forth in such other Transaction Documents. (h) If, prior to the Closing, Purchaser has knowledge of any breach by any of Seller, Seller Parent or UIM, as applicable, of any representation, warranty, covenant or agreement contained in this Agreement, Purchaser shall be deemed to have waived such breach, and Purchaser 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 other right or remedy arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein.

Additional Indemnification Provisions. a. Buyer and Secured Party agrees that without an Indemnified Person’s prior written consent it shall not settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all liability and obligations arising therefrom, or indemnifying party reaffirms their obligation to indemnify for or contribute to losses incurred by any unreleased Indemnified Person as herein provided. b. Promptly after receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against any indemnitor hereunder, notify in writing the indemnitor of the commencement thereof; but omission so to notify an indemnitors will not relieve the indemnitors from any liability hereunder which they may have to any Indemnified Person. If the indemnitor so elects, indemnitor may assume the defense of such Action in a timely manner, including the employment of counsel (areasonably satisfactory to the Indemnified Person) With and payment of expenses, provided Indemnitors acknowledge in writing its unconditional obligation pursuant to this agreement to indemnify the Indemnified Person in respect of such Action and provides to each indemnification obligation the Indemnified Person evidence reasonably satisfactory to it that the indemnitor will have the financial resources to conduct such defense actively and diligently and permit Indemnitee and counsel retained by the Indemnified Person at its expense to participate in such defense. Notwithstanding the foregoing, in the event the Indemnified Party determines in its sole discretion that it is advisable for the Indemnified Person to be represented by separate counsel, then the indemnitee may employ on behalf of the Indemnified Person a single separate counsel to represent or defend such Indemnified Persons in such action, claim, proceeding or investigation and the indemnitee will pay the reasonable fees and disbursements of such separate counsel as incurred. c. In the event of any fundamental change involving the corporate structure of either party, such as by merger, plan of exchange or sale of all or substantially all of its assets, any executory obligations of an indemnitor in this Agreement (i) each such obligation shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the interests of Indemnified Person reasonably satisfactory to it. d. If multiple claims are brought against an Indemnified Person in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, the indemnitor agrees that any judgment, arbitration award or other monetary award shall be calculated conclusively deemed to be based on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds claims as to which indemnification is permitted and (iii) 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 Base Purchase Priceprovided for. (b) In e. If the indemnity referred to in this Agreement should be, for any case where an reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Party recovers from a third Person any amount in respect of any Loss paid by the Indemnifying Party pursuant to this Article XIIIharmless, such Indemnified Party Indemnitors 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 each Indemnified Party in respect Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such claim Losses as is appropriate (i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Indemnitors on the other hand in connection with the transaction or (ii) any amount expended by if 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 allocation on that basis is not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party, shall use reasonable best efforts to collect the maximum amount recoverable from such Third Party, in which event the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs 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 XIII could have been recovered from a Third Party not affiliated with the relevant Indemnified Party based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall transfer, to the extent transferable, such of its rights to proceed against such Third Party as are necessary to permit the Indemnifying Party to recover from such Third Party any amount actually paid by the Indemnifying Party pursuant to this Article XIII. (d) The parties shall treat any indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Lawlaw, and to reflect not only the Parties agree relative benefits referred to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XIII may be covered, in whole or in part, by third-party insurance coverage, the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of clause (i) above but also the amount relative fault of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by each such Indemnified Party or its Affiliates Person, respectively, and Indemnitors as a result well as any other relevant equitable considerations. f. The obligations of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) the indemnitor referred to above shall be considered “Eligible Insurance Proceedsin addition to any rights that any Indemnified Person may otherwise have.”

Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds and (iii) 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 Base Purchase Price. (b) In any case where an Indemnified Party Indemnitee recovers from a third Person not Affiliated with such Indemnitee, including any third party insurer, any amount in respect of any Loss paid by the Indemnifying Party an Indemnitor pursuant to this Article XIIIXI, such Indemnified Party Indemnitee shall promptly pay over to the Indemnifying Party Indemnitor the amount so recovered (after deducting therefrom the amount net of reasonable costs any out-of-pocket expenses incurred by it such Indemnitee in procuring such recovery, which costs expenses shall not exceed the amount so recovered), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party Indemnitor to or on behalf of the Indemnified Party Indemnitee in respect of such claim and (ii) any amount expended by the Indemnifying Party Indemnitor in pursuing or defending any claim arising out of such Lossmatter. (cb) If any portion of Losses to be paid by the Indemnifying Party Indemnitor pursuant to this Article XIII could XI would reasonably be recovered expected to be recoverable from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee (including under any applicable third party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitor, then the Indemnified Party Indemnitee shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party Indemnitor and, upon the request of the Indemnifying PartyIndemnitor, shall use commercially reasonable best efforts to collect the maximum amount recoverable from such Third Partythird Person, in which event the Indemnifying Party Indemnitor shall reimburse the Indemnified Party Indemnitee for all reasonable costs and expenses incurred in connection with such collection collection, including any resulting increase in insurance premiums (which costs and expenses of collection shall not exceed the amount recoverable from such Third Partythird Person). If any portion of Losses actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIII XI could have been recovered from a Third Party third Person not affiliated Affiliated with the relevant Indemnified Party Indemnitee based on the underlying claim or demand asserted against such Indemnifying PartyIndemnitee, then the Indemnified Party Indemnitee shall transfer, to the extent transferable, such of its rights to proceed against such Third Party third Person as are necessary to permit the Indemnifying Party Indemnitor to recover from such Third Party third Person any amount actually paid by the Indemnifying Party Indemnitor pursuant to this Article XIIIXI. (dc) The parties Neither the Recipient nor the Administrator shall treat have any right to set off any unresolved indemnification payment made under this Agreement as an adjustment to the Base Purchase Price for federal, state, local and foreign income Tax purposes, to the extent permitted by applicable Law, and the Parties agree to file their Tax Returns accordingly. (e) If any portion of Losses to be paid by the Indemnifying Party claim pursuant to this Article XIII may be covered, in whole XI against any payment due pursuant to any other Transaction Agreement or in part, by third-party insurance coverage, any other agreement between the Indemnified Party shall promptly give notice thereof to the Indemnifying PartyParties. The Indemnified Party shall use reasonable best efforts to collect the maximum amount of insurance proceeds thereunder, and all such proceeds actually collected in respect of any Loss (net of (i) the amount of reasonable costs incurred by the Indemnified Party or its Affiliates in collecting such proceeds and (ii) the present value of any increased costs incurred by such Indemnified Party or its Affiliates as a result of such Loss, including any retroactive or prospective premium adjustments resulting from such Loss) shall be considered “Eligible Insurance Proceeds.”Section 11.4