Common use of Additional Matters; Survival of Indemnities Clause in Contracts

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 4.02 of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and , (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The agreements contained in , and (iii) any termination of this Article VI shall survive Agreement following the DistributionEffective Time. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any either Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) Liabilities, with respect to any merger, consolidation, business combination, sale Indemnifiable Loss of all or substantially all of the any Indemnitee related to such Assets, restructuring, recapitalization, reorganization businesses or similar transaction involving either Party or any of its SubsidiariesLiabilities. (c) Except Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for a Protected REIT determine in writing that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income (or such indemnification payments would otherwise affect the Protected REIT’s status as a REIT) upon the payment of such amounts to the relevant Indemnitee, the amount paid to the Indemnitee pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Indemnitee in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, determined as if the payment of such amount were Nonqualifying Income (or such indemnification payments would otherwise affect the Protected REIT’s status as a REIT) as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year pursuant to the preceding sentence is less than the amount which the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnitee pursuant to this Agreement (the “Expense Amount”), then: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Indemnitee (which shall include that (y) the amount in the Escrow Account shall be treated as the property of the Indemnifying Party, unless it is released from such Escrow Account to the Indemnitee, and (z) (α) all income earned upon the amount in the Escrow Account shall be treated as the property of the Indemnifying Party and reported, as and to the extent set forth in required by applicable Law, by the escrow agent to the Internal Revenue Service (“IRS”), or any Ancillary Agreementother taxing authority, absent fraud on IRS Form 1099 or willful misconduct 1042S (or other appropriate form) as income earned by the Indemnifying Party whether or not said income has been distributed during such taxable year), (ß) the Indemnifying Party will be entitled to customary quarterly tax distributions with respect to any income earned on the Escrow Account, and the escrow agent shall not release any portion thereof to the Indemnitee, and the Indemnitee shall not be entitled to any such amount, unless and until the Indemnitee, at its own cost and expense, delivers to the Indemnifying Party, at the sole option of the relevant Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income (or such amount would not otherwise affect the Protected REIT’s status as a REIT), (ii) a letter (an “Expense Amount Accountant’s Letter”) from the Protected REIT’s independent accountants indicating the maximum portion of the Expense Amount that can be paid at that time to the Indemnitee without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”); (2) pending the delivery of a Release Document by the Indemnitee to the Indemnifying Party, the provisions Indemnitee shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement reasonably acceptable to the Indemnitee that (i) requires the Indemnifying Party to lend the Indemnitee immediately available cash proceeds in an amount equal to the Expense Amount, and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement guarantor of the Indemnitee, including the Protected REIT, at the time of such loan, and each (B) a fifteen (15) year maturity with no periodic amortization; and (3) the Indemnitee expressly waives shall bear all costs and relinquishes any and all rights, claims or remedies such Person may have expenses with respect to the foregoing other than under escrow as contemplated by clauses (1) and (2) in this Article VI against any Indemnifying Party. (dSection 6.8(c). Any expenses incurred in connection with this Section 6.8(c) Notwithstanding shall be borne by the foregoingIndemnitee. Except as otherwise provided for in this Section 6.8(c), all of the benefits of the Expense Amount will inure to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from Indemnitee and the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party will bear (or a member and indemnify the Indemnitee for) all risk of such Party’s Group) loss relating to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11Expense Amount. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for For all Tax purposes purposes, the Parties agree to treat (i) any amounts payable pursuant payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) by (x) Alkermes to Mural as a tax-free contribution by Alkermes to Mural with respect to Mural Ordinary Shares occurring immediately before the Effective Time or (y) Mural to Alkermes as a distribution by Mural to Alkermes with respect to Mural Ordinary Shares occurring immediately before the Effective Time, or as a payment of an assumed or retained Liability; and (ii) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Article VI Agreement to retain such payment or required under this Agreement to make such payment, in accordance with Section 13.01 of either case except as otherwise required by a Final Determination (as such term is defined in the Tax Matters Agreement).

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 4.2 and Article XII of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VI VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The agreements contained in ; and (iii) any termination of this Article VI shall survive Agreement following the DistributionEffective Time. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI VII shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) Liabilities, with respect to any merger, consolidation, business combination, sale Indemnifiable Loss of all or substantially all of the any Indemnitee related to such Assets, restructuring, recapitalization, reorganization businesses or similar transaction involving either Party or any of its SubsidiariesLiabilities. (c) Except Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for a Protected REIT determine that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income upon the payment of such amounts to the relevant Indemnitee, the amount paid to the Indemnitee pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Indemnitee in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year pursuant to the preceding sentence is less than the amount which the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnitee pursuant to this Agreement (the “Expense Amount”), then: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “Escrow Account”) using an escrow agent and agreement reasonably acceptable to the Indemnitee (which shall include that (y) the amount in the Escrow Account shall be treated as the property of the Indemnifying Party, unless it is released from such Escrow Account to the Indemnitee, and (z) all income earned upon the amount in the Escrow Account shall be treated as the property of the Indemnifying Party and reported, as and to the extent set forth in required by applicable Law, by the escrow agent to the Internal Revenue Service (“IRS”), or any Ancillary Agreementother taxing authority, absent fraud on IRS Form 1099 or willful misconduct 1042S (or other appropriate form) as income earned by the Indemnifying Party whether or not said income has been distributed during such taxable year) and shall not release any portion thereof to the Indemnitee, and the Indemnitee shall not be entitled to any such amount, unless and until the Indemnitee delivers to the Indemnifying Party, at the sole option of the relevant Protected REIT, (i) an opinion (an “Expense Amount Tax Opinion”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (an “Expense Amount Accountant’s Letter”) from the Protected REIT’s independent accountants indicating the maximum portion of the Expense Amount that can be paid at that time to the Indemnitee without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “Release Document”); (2) pending the delivery of a Release Document by the Indemnitee to the Indemnifying Party, the provisions Indemnitee shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement reasonably acceptable to the Indemnitee that (i) requires the Indemnifying Party to lend the Indemnitee immediately available cash proceeds in an amount equal to the Expense Amount, and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement guarantor of the Indemnitee, including the Protected REIT, at the time of such loan, and each (B) a fifteen (15) year maturity with no periodic amortization; and (3) the Indemnitee expressly waives shall bear all costs and relinquishes any and all rights, claims or remedies such Person may have expenses with respect to the foregoing other than under this Article VI against any Indemnifying Party. escrow as contemplated by clauses (d1) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth and (2) in this Article VI, the terms of the Ancillary Agreement will governSection 7.9(c). (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of this Article VI shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 2.7 of the Tax Matters Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to payment hereunder. The agreements contained in this Article VI V shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI V shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of The Parties intend and hereby agree that this Article VI shall be V sets forth the sole and exclusive remedy of an Indemnitee the Parties and the parties to the Conveyance and Assumption Instruments, as applicable, following the Distribution Effective Time for any monetary or compensatory damages or losses resulting from Liabilities arising out of any breach of the covenants or agreements contained in this Agreement (including with respect to Indemnifiable Losses arising out of, resulting from or related to Excluded Liabilities or SpinCo Liabilities, as the case may be) or any Conveyance and Assumption Instrument, except that nothing contained in this Section 5.7(c) shall impair any right of any Person (a) to specific performance under this Agreement or (b) to equitable relief as provided in Section 8.17 or in any Ancillary Agreement and other Transaction Agreement. In furtherance of the foregoing, each Indemnitee expressly waives and relinquishes Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims or remedies such Person and causes of action it may have with respect to against the foregoing other Parties in connection herewith or any Conveyance and Assumption Instrument or arising under or based upon any Law other than under the right to seek indemnity pursuant to this Article VI against any Indemnifying PartyV and the right to seek the relief described in clauses (a) or (b) of the preceding sentence. Each Party shall cause its Representatives to comply with this Section 5.7(c). (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI V shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss party be indemnified or receive contribution under different provisions of any Ancillary Transaction Agreement for the same Liabilities (including to the extent specifically included in respect the calculation of the same LiabilitiesFinal Net Adjustment Amount). (fe) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI V shall be paid in accordance with the procedures set forth in Section 10.118.11. (f) From and after the Distribution Effective Time, with respect to any Action where Citrix or SpinCo (or any member of such other Party’s Group) is a defendant, when and if requested by such Party, the other Party shall use commercially reasonable efforts to petition the applicable court or tribunal to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the other Party (or any member of such other Party’s Group) has been allocated pursuant to Article II, and the other Party shall cooperate and assist in any required communication with any plaintiff or other related Third Party. (g) The Parties shall report for all Tax purposes any amounts payable pursuant to this Article VI V in accordance with Section 13.01 12.01 of the Tax Matters Agreement. (h) No Party hereto shall have any right to set off any losses (including Indemnifiable Losses) under this Article V against any payments to be made by such Party pursuant to this Agreement or any other agreement between the Parties, including the Merger Agreement or any of the Ancillary Agreements. (i) Notwithstanding anything herein to the contrary, nothing in this Article V is intended to provide any rights of indemnification in respect of any other Transaction Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to payment hereunder. The agreements contained in this Article VI V shall survive the DistributionSplit-Off. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI V shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of The Parties intend and hereby agree that this Article VI shall be V sets forth the sole and exclusive remedy of an Indemnitee the Parties and the parties to the Conveyance and Assumption Instruments, as applicable, following the Split-Off Effective Time for any monetary or compensatory damages or losses resulting from Liabilities arising out of any breach of the covenants or agreements contained in this Agreement (including with respect to Indemnifiable Losses arising out of, resulting from or related to the Company Liabilities or SplitCo Liabilities, as the case may be) or any Conveyance and Assumption Instrument, except that nothing contained in this Section 5.7(c) shall impair any right of any Person (i) to specific performance under this Agreement or (ii) to equitable relief as provided in Section 8.17, in any Ancillary Agreement and other Transaction Agreement. In furtherance of the foregoing, each Indemnitee expressly waives and relinquishes Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims or remedies such Person and causes of action it may have with respect to against the foregoing other Parties in connection herewith or any Conveyance and Assumption Instrument or arising under or based upon any Law other than under the right to seek indemnity pursuant to this Article VI against any Indemnifying PartyV and the right to seek the relief described in clauses (i) or (ii) of the preceding sentence. Each Party shall cause its Representatives to comply with this Section 5.7(c). (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI V shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss party be indemnified or receive contribution under different provisions of any Ancillary Transaction Agreement in respect of for the same Liabilities. (fe) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI V shall be paid in accordance with the procedures set forth in Section 10.118.11. (f) From and after the Split-Off Effective Time, with respect to any Action where the Company or SplitCo (or any member of such other Party’s Group) is a defendant, when and if requested by such Party, the other Party shall use commercially reasonable efforts to petition the applicable court or tribunal to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the other Party (or any member of such other Party’s Group) has been allocated pursuant to Article II, and the other Party shall cooperate and assist in any required communication with any plaintiff or other related Third Party. (g) The Parties No Party hereto shall report for all Tax purposes have any amounts payable right to set off any losses (including Indemnifiable Losses) under this Article V against any payments to be made by such Party pursuant to this Article VI in accordance with Section 13.01 Agreement or any other agreement between the Parties, including the Merger Agreement or any of the Tax Matters Ancillary Agreements. (h) Notwithstanding anything herein to the contrary, nothing in this Article V is intended to provide any rights of indemnification in respect of any other Transaction Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI 5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to payment hereunder. The agreements contained in this Article VI 5 shall survive the Distribution. (b) The rights and obligations of each Party party and their respective Indemnitees under this Article VI 5 shall survive (i) the sale or other Transfer by any Party party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of The parties intend and hereby agree that this Article VI shall be 5 sets forth the sole and exclusive remedy of an Indemnitee the parties and the parties to the Conveyance and Assumption Instruments, as applicable, following the Distribution Effective Time for any monetary or compensatory damages or losses resulting from Liabilities arising out of any breach of the covenants contained in this Agreement (including with respect to Indemnifiable Losses arising out of, resulting from or related to Excluded Liabilities, Direct Sale Liabilities or SpinCo Liabilities, as the case may be) or any Conveyance and Assumption Instrument, except that nothing contained in this Section 5.07(c) shall impair any right of any Person (i) to specific performance under this Agreement or (ii) to equitable relief as provided in Section 7.14 or in any Ancillary Agreement and other Transaction Agreement. In furtherance of the foregoing, each Indemnitee expressly waives and relinquishes party waives, to the fullest extent permitted under Applicable Law, any and all rights, claims or remedies such Person and causes of action it may have with respect to against the foregoing other party in connection herewith or any Conveyance and Assumption Instrument or arising under or based upon any Applicable Law other than under the right to seek indemnity pursuant to this Article VI against any Indemnifying Party5 and the right to seek the relief described in clauses (i) or (ii) of the preceding sentence. Each party shall cause its Representatives to comply with this Section 5.07(c). (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI 5 shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss party be indemnified or receive contribution under different provisions of any Ancillary Transaction Agreement in respect of for the same Liabilities. In furtherance of the foregoing, the Company shall not be required to indemnify any SpinCo Indemnitee for any Liability pursuant to Section 5.02 if and to the extent such Liability was taken into account in the calculation of Final SpinCo Closing Indebtedness or Final Direct Sale Closing Indebtedness. (e) From and after the Distribution Effective Time, with respect to any Action where the Company or SpinCo (or any member of such other party’s Group) is a defendant, when and if requested by such party, the other party shall use commercially reasonable efforts to petition the applicable court or tribunal to remove the requesting party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the other party (or any member of such other party’s Group) has been allocated pursuant to Article 2, and the other party shall cooperate and assist in any required communication with any plaintiff or other related Third Party. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties parties shall report for all Tax purposes any amounts payable pursuant to this Article VI 5 in accordance with Section 13.01 15(b) of the Tax Matters Agreement. (g) No party shall have any right to set off any losses (including Indemnifiable Losses) under this Article 5 against any payments to be made by such party pursuant to this Agreement or any other agreement between the parties, including the Merger Agreement or any of the Ancillary Agreements. (h) Notwithstanding anything herein to the contrary, nothing in this Article 5 is intended to provide any rights of indemnification in respect of any other Transaction Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to payment hereunder. The agreements contained in this Article VI V shall survive the Distribution. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI V shall survive (i) the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of The Parties intend and hereby agree that this Article VI shall be V sets forth the sole and exclusive remedy of an Indemnitee the Parties and the parties to the Conveyance and Assumption Instruments, as applicable, following the Distribution Effective Time for any monetary or compensatory damages or losses resulting from Liabilities arising out of any breach of the covenants or agreements contained in this Agreement (including with respect to Indemnifiable Losses arising out of, resulting from or related to Florida Liabilities or SpinCo Liabilities, as the case may be) or any Conveyance and Assumption Instrument, except that nothing contained in this Section 5.7(c) shall impair any right of any Person (i) to specific performance under this Agreement or (ii) to equitable relief as provided in Section 8.17, in any Ancillary other Transaction Agreement and or in the Split-Off Agreement. In furtherance of the foregoing, each Indemnitee expressly waives and relinquishes Party hereby waives, to the fullest extent permitted under applicable Law, any and all rights, claims or remedies such Person and causes of action it may have with respect to against the foregoing other Parties in connection herewith or any Conveyance and Assumption Instrument or arising under or based upon any Law other than under the right to seek indemnity pursuant to this Article VI against any Indemnifying PartyV and the right to seek the relief described in clauses (i) or (ii) of the preceding sentence. Each Party shall cause its Representatives to comply with this Section 5.7(c). (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI V shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss party be indemnified or receive contribution under different provisions of any Ancillary Transaction Agreement in respect of for the same Liabilities. (fe) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI V shall be paid in accordance with the procedures set forth in Section 10.118.11. (f) From and after the Distribution Effective Time, with respect to any Action where Florida or SpinCo (or any member of such other Party’s Group) is a defendant, when and if requested by such Party, the other Party shall use commercially reasonable efforts to petition the applicable court or tribunal to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the other Party (or any member of such other Party’s Group) has been allocated pursuant to Article II, and the other Party shall cooperate and assist in any required communication with any plaintiff or other related Third Party. (g) The Parties No Party hereto shall report for all Tax purposes have any amounts payable right to set off any losses (including Indemnifiable Losses) under this Article V against any payments to be made by such Party pursuant to this Article VI in accordance with Section 13.01 Agreement or any other agreement between the Parties, including the Merger Agreement or any of the Tax Matters Ancillary Agreements. (h) Notwithstanding anything herein to the contrary, nothing in this Article V is intended to provide any rights of indemnification in respect of any other Transaction Agreement.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled hereunder. The agreements contained in this Article VI IX shall survive the DistributionClosing. (b) The rights and obligations of each Party and their respective Indemnitees under this Article VI IX shall survive (i) the sale or other Transfer transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the The provisions of this Article VI IX shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement (other than the Stockholders Agreements, the Buyer Parent Purchase Agreement, the Voting Agreements and the Transition Services Agreement) and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article VI IX against any Indemnifying Party. (d) Notwithstanding the foregoing, to the extent any Ancillary the Stockholders Agreements, Voting Agreements or the Transition Services Agreement provides provide procedures for indemnification or contribution that differ from the provisions set forth in this Article VIIX, the terms of the Ancillary Agreement Stockholders Agreements, the Buyer Parent Purchase Agreement. Voting Agreements or the Transition Services Agreement, as applicable, will govern. (e) Any amounts payable pursuant to this Article VI IX shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss or receive contribution under different provisions of any Ancillary Agreement in respect of the same Liabilities. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI IX shall be paid in accordance with the procedures set forth in Section 10.1112.9. (g) The Parties All indemnification payments made under this Agreement shall report be treated by the parties as an adjustment to the Purchase Price for all Tax purposes any amounts payable pursuant to this Article VI in accordance with Section 13.01 of the Tax Matters Agreementpurposes, unless otherwise required by Law.

Additional Matters; Survival of Indemnities. (a) The agreements contained in this Article VI 5 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to payment hereunder. The agreements contained in this Article VI 5 shall survive the Distribution. (b) The rights and obligations of each Party party and their respective Indemnitees under this Article VI 5 shall survive (i) the sale or other Transfer by any Party party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party party or any of its Subsidiaries. (c) Except to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the provisions of The parties intend and hereby agree that this Article VI shall be 5 sets forth the sole and exclusive remedy of an Indemnitee the parties and the parties to the Conveyance and Assumption Instruments, as applicable, following the Distribution Effective Time for any monetary or compensatory damages or losses resulting from Liabilities arising out of any breach of the covenants contained in this Agreement (including with respect to Indemnifiable Losses arising out of, resulting from or related to Excluded Liabilities, Direct Sale Liabilities or SpinCo Liabilities, as the case may be) or any Conveyance and Assumption Instrument, except that nothing contained in this Section 5.07(c) shall impair any right of any Person (i) to specific performance under this Agreement or (ii) to equitable relief as provided in Section 7.14 or in any Ancillary Agreement and other Transaction Agreement. In furtherance of the foregoing, each Indemnitee expressly waives and relinquishes party waives, to the fullest extent permitted under Applicable Law, any and all rights, claims or remedies such Person and causes of action it may have with respect to against the foregoing other party in connection herewith or any Conveyance and Assumption Instrument or arising under or based upon any Applicable Law other than under the right to seek indemnity pursuant to this Article VI against any Indemnifying Party5 and the right to seek the relief described in clauses ‎(i) or ‎(ii) of the preceding sentence. Each party shall cause its Representatives to comply with this Section 5.07(c). (d) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification or contribution that differ from the provisions set forth in this Article VI, the terms of the Ancillary Agreement will govern. (e) Any amounts payable pursuant to this Article VI 5 shall be paid without duplication, and in no event shall any Party receive any payment in respect of an Indemnifiable Loss party be indemnified or receive contribution under different provisions of any Ancillary Transaction Agreement in respect of for the same Liabilities. In furtherance of the foregoing, the Company shall not be required to indemnify any SpinCo Indemnitee for any Liability pursuant to Section 5.02 if and to the extent such Liability was taken into account in the calculation of Final SpinCo Closing Indebtedness or Final Direct Sale Closing Indebtedness. (e) From and after the Distribution Effective Time, with respect to any Action where the Company or SpinCo (or any member of such other party’s Group) is a defendant, when and if requested by such party, the other party shall use commercially reasonable efforts to petition the applicable court or tribunal to remove the requesting party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the other party (or any member of such other party’s Group) has been allocated pursuant to Article 2, and the other party shall cooperate and assist in any required communication with any plaintiff or other related Third Party. (f) Any amount to be paid or reimbursed by an Indemnifying Party (or a member of such Party’s Group) to an Indemnitee pursuant to this Article VI shall be paid in accordance with the procedures set forth in Section 10.11. (g) The Parties parties shall report for all Tax purposes any amounts payable pursuant to this Article VI 5 in accordance with Section 13.01 15(b) of the Tax Matters Agreement. (g) No party shall have any right to set off any losses (including Indemnifiable Losses) under this Article 5 against any payments to be made by such party pursuant to this Agreement or any other agreement between the parties, including the Merger Agreement or any of the Ancillary Agreements. (h) Notwithstanding anything herein to the contrary, nothing in this Article 5 is intended to provide any rights of indemnification in respect of any other Transaction Agreement.