Common use of Adjustment of Indemnifiable Losses Clause in Contracts

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any either Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. Each of First Data and Western Union shall use its respective reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds insurance proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay refund to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx First Data to or for the benefit of Halyard, Western Union or by Halyard Western Union to or for the benefit of Xxxxxxxx-Xxxxx, First Data under this Article X XII (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of the value of the Western Union Subsidiaries and Transferred Business Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or LossLoss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If Each of NiSource and Columbia shall use its reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party receives a payment (will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an “Indemnity Payment”) required by Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement from after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of any such indemnifiable Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to thereof had been received before the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previouslyindemnity payment was made. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, payments under this Article X (and under other specified provisions of this Agreement) Agreement shall be treated by the Parties, reported for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined purposes in accordance with Section 8.2 of the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency Tax Allocation Agreement and shall be determined as adjusted in accordance with Sections 8.3, 8.4 and 8.5 of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified PartyTax Allocation Agreement.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered (net of any Out-of-Pocket Expenses incurred in the collection thereof) by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. Each of Marathon Oil and Marathon Petroleum shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable insurance policies to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation promptly to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds insurance proceeds or other amounts indemnification proceeds from any Third Party in respect of such Expense or Loss, then such Indemnified Party shall pay refund to the Indemnifying Party a sum an amount equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts indemnification proceeds actually received and (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any applicable insurance policypolicy as to any payments made by such Indemnifying Party. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) ), and shall not be deemed to be third-party beneficiaries, by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to To the extent permitted by permissible under applicable Tax lawstax law, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts amounts paid by Xxxxxxxx-Xxxxx Marathon Oil to or for the benefit of Halyard, Marathon Petroleum or by Halyard Marathon Petroleum to or for the benefit of Xxxxxxxx-Xxxxx, Marathon Oil under this Article X XI (and under other specified provisions of this Agreement) shall be treated by the PartiesParties and their respective Subsidiaries, for all applicable Tax tax purposes, as adjustments either a contribution by Marathon Oil to Marathon Petroleum or a distribution by Marathon Petroleum to Marathon Oil, as the case may be, occurring immediately prior to the amount of Transferred AssetsDistribution; provided, however, that, in the event it is determined that such treatment is not permissible under applicable law, the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed if such treatment had been permissible. (ed) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or LossLoss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If Each of Fortune Brands and Cabinets shall use its commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies to which it or any of its Subsidiaries is entitled, and each of Fortune Brands and Cabinets shall reasonably cooperate in connection with such other Party’s efforts to collect any such proceeds; provided, however, that any such actions by an Indemnified Party receives a payment (will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an “Indemnity Payment”) required by Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement from after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of any such indemnifiable Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to thereof had been received before the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previouslyindemnity payment was made. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds proceeds, Third Party indemnity obligations to the extent actually received and other amounts actually recovered taking into account any actual tax benefit or detriment (net of any Out-of-Pocket Expenses incurred in the collection thereof) by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. Each of Ralcorp and Post shall use its respective commercially reasonable efforts to collect any proceeds under its respective available and applicable insurance policies and Third Party indemnities to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation promptly to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds insurance proceeds or other amounts indemnification proceeds from any Third Party in respect of such Expense or Loss, then such Indemnified Party shall pay refund to the Indemnifying Party a sum an amount equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts indemnification proceeds actually received and (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any applicable insurance policypolicy as to any payments made by such Indemnifying Party. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) ), and shall not be deemed to be third-party beneficiaries, by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to To the extent permitted by permissible under applicable Tax lawstax law, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts amounts paid by Xxxxxxxx-Xxxxx Ralcorp to or for the benefit of Halyard, Post or by Halyard Post to or for the benefit of Xxxxxxxx-Xxxxx, Ralcorp under this Article X XI (and under other specified provisions of this Agreement) shall be treated by the PartiesParties and their respective Subsidiaries, for all applicable Tax tax purposes, as adjustments either a contribution by Ralcorp to Post or a distribution by Post to Ralcorp, as the case may be, occurring immediately prior to the amount of Transferred AssetsDistribution; provided, however, that, in the event it is determined that such treatment is not permissible under applicable law, the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed if such treatment had been permissible. (ed) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or LossLoss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If Each of Xxxx Xxx, CoffeeCo and DutchCo shall use commercially reasonable efforts to collect any proceeds under its respective available and applicable Third Party insurance policies or damages from any Third Parties to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party receives a payment (will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an “Indemnity Payment”) required by Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement from after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of any such indemnifiable Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. For the avoidance of doubt, such Expense or Loss, then such excess shall be paid net of any expenses of the Indemnified Party shall pay to associated with the Indemnifying Party a sum equal to receipt of the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previouslyapplicable insurance policy proceeds, including Taxes thereon, if any. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer or other Third Party who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates the members of such Party’s Group (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds insurance proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification hereunder (an “"Indemnified Party”") shall be reduced (including, without limitation, retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously, in each case increased by any actual tax benefit derived by the Indemnified Party as a result of such payment (with such tax benefit determined pursuant to Section 12.5(d)). The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred an Expense or a Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period (with the parties entered amount of any deduction or loss or inclusion in income determined in accordance with Section 12.5(d) below), by (ii) the highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 12.5(c) with respect to a Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx TSC to or for the benefit of HalyardeLoyalty, or by Halyard eLoyalty to or for the benefit of Xxxxxxxx-XxxxxTSC, under this Article X XII (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds insurance proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs Costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit Benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx TXI to or for the benefit of HalyardChaparral, or by Halyard Chaparral to or for the benefit of Xxxxxxxx-XxxxxTXI, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Except as contemplated in this Agreement, Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx For the avoidance of doubt, the indemnification provisions in Section 7.2 and Section 7.3 shall not apply to any Losses, including any taxes or tax related Losses, the responsibility for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated which is expressly covered by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred AssetsMatters Agreement. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates either party hereto (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party (net of increased insurance premiums and charges related directly and solely to the related indemnifiable Expense or Loss and costs and expenses (including reasonable legal fees and expenses) incurred by the Indemnified Party in connection with seeking to collect and collecting such amounts) in reduction of the related Expense or LossLoss (such net amounts are referred to herein as “Indemnity Reduction Amounts”). If Each of Fortune Brands and H&S shall use its reasonable best efforts to collect any proceeds under its respective available and applicable Third Party insurance policies to which it or any of its Subsidiaries is entitled prior to seeking indemnification or contribution under this Agreement, where allowed; provided, however, that any such actions by an Indemnified Party receives a payment (will not relieve the Indemnifying Party of any of its obligations under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses actually incurred by the Indemnified Party. If any Indemnity Reduction Amounts are received by or on behalf of an “Indemnity Payment”) required by Indemnified Party in respect of an indemnifiable Expense or Loss for which indemnification is provided under this Agreement from after the full amount of such indemnifiable Expense or Loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Expense or Loss and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such indemnifiable Expense or Loss, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (i) the amount theretofore paid by the Indemnifying Party in respect of any such indemnifiable Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts over (ii) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to thereof had been received before the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previouslyindemnity payment was made. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party Third Party shall be entitled to a “windfall” (i.e., a benefit he or she it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs tax cost incurred by the Indemnified Party arising from any as a result of the receipt or accrual of Indemnity Payments from the Indemnifying Party hereunder, and (ii) shall not be reduced to take into account any Tax tax benefit received actually realized by the Indemnified Party arising from the incurrence or payment by the Indemnified Party of any Indemnity Paymentthe related Expense or Loss. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the The parties entered into the Agreement. (d) Amounts intend that amounts paid by Xxxxxxxx-Xxxxx Dxxx to or for the benefit of HalyardTreeHouse, or by Halyard TreeHouse to or for the benefit of Xxxxxxxx-XxxxxDxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments relating back to the amount time immediately before the Distribution as an adjustment to capital (i.e., a capital contribution or distribution), and accordingly as being not deductible by the payor and, to the fullest extent permitted by law, not includible in the taxable income of Transferred Assetsthe recipient. The parties shall not take any position inconsistent with such intended tax treatment, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated. (ed) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any which an Indemnifying Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction respect of the related Expense Claim or Loss. If an Indemnified Party receives a payment (shall have received an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Payment in respect of any Expense a Claim or Loss and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or the other amounts in respect of such Expense Claim or Loss, then such Indemnified Party shall pay to the such Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (cb) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Claim or Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be, on the date recited above on which the parties entered into the Agreement. . The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Claim or Loss (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for reason of the benefit receipt of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreementany Indemnity Payment) shall be treated deemed to equal the product obtained by the Parties, for all applicable Tax purposes, as adjustments to multiplying (i) the amount of Transferred Assets. any deduction or loss or inclusion in income for such period resulting from such Claim or Loss (e) In or the event that an receipt of any Indemnity Payment shall or additional amount), as the case may be denominated (without regard to whether such deduction or loss or such inclusion in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate income results in any actual decrease or increase in Tax liability for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment period), by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate highest applicable marginal Tax rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.period

Adjustment of Indemnifiable Losses. (a) The amount that any which an Indemnifying Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled an Indemnitee pursuant to indemnification hereunder (an “Indemnified Party”Section 5.02(a) or Section 5.02(b) shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party Indemnitee in reduction of the related Expense or Indemnifiable Loss. If an Indemnified Party receives a payment (Indemnitee shall have received an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Payment in respect of any Expense or an Indemnifiable Loss and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or other amounts in respect of such Expense or Indemnifiable Loss, then such Indemnified Party Indemnitee shall pay to the such Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2) or the net amount of Indemnity Payments actually received previously. The Indemnified Party Indemnitee agrees that, (i) it shall use commercially reasonable efforts to recover all insurance proceeds that may be available, and (ii) the Indemnifying Party shall be subrogated to such Indemnified Party Indemnitee under any insurance policy. (bi) An insurer who would otherwise If an Indemnitee receives a tax saving by reason of having incurred an Indemnifiable Loss for which such Indemnitee shall have received an Indemnity Payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party an amount equal to such tax saving. For purposes of this Section 5.05(b), an Indemnitee shall be obligated deemed to pay have received a tax saving with respect to an Indemnifiable Loss if, upon the filing of a Federal, state or local income tax return for a taxable year ending on or after the Distribution Date (the "Indemnity Return"), an amount attributable to an Indemnifiable Loss is deductible by the Indemnitee or any claim shall not be relieved of its Affiliates and the amount of the responsibility related Indemnity Payment that is includible in gross income by the Indemnitee or any of its Affiliates is less than the amount of such tax deduction. The amount, if any, by which such deduction exceeds the amount of the related gross income is referred to herein as the "Indemnifiable Loss Deduction." Both ACX and CTI shall consult with each other and act in good faith to coordinate tax return filing positions with respect thereto, or, solely by virtue of to Indemnity Payments for the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed periods that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofinclude an Indemnity Payment. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnitee will receive a tax saving by reason of an Indemnifiable Loss, such Indemnitee shall pay the Indemnifying Party within 30 days after the filing of an Indemnity Payment shall be denominated in Return, a currency other than United States dollarssum equal to the Indemnifiable Loss Deduction multiplied by an amount equal to A + [(1 - A) x .05)], where A equals the amount highest marginal corporate Federal income tax rate applicable to corporations taxable under Subchapter C of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with Code on the following rules:date the Indemnity Return is filed (the "Tax Saving Amount"). (iiii) In the event that an Indemnitee may receive a tax saving by reason of an Indemnifiable Loss, such Indemnitee shall adopt, in good faith, a reasonable tax return filing position so as to report the Indemnifiable Loss Deduction on such returns. The Indemnitee shall have the sole responsibility for the preparation of its tax returns and reporting thereon such Indemnifiable Loss Deduction. If a dispute arises between the Indemnitee and the Indemnifying Party as to the reasonableness of an Indemnity Return filing position with respect to an Expense or a Indemnifiable Loss arising from payment Deduction, such dispute shall be resolved by a financial institution mutually agreed upon party selected and approved by both the Indemnitee and Indemnifying Party. The cost of retaining such mutually agreed upon party shall be shared by the parties equally, and the decision shall be binding on the parties. (iv) There shall be an adjustment to any Tax Saving Amount calculated under Section 5.05(b)(ii) hereof in the event of an audit or other proceeding that results in a guarantee, comfort letter, letter Final Determination that increases or decreases the amount of credit, foreign exchange contract the Indemnifiable Loss Deduction (the "Restated Indemnifiable Loss Deduction") reported on the Indemnity Tax Return by the Indemnitee. The Indemnitee shall promptly inform the Indemnifying Party of any such audit or similar instrumentproceeding and shall attempt in good faith to sustain the tax saving at issue. Upon receiving a written notice of a Final Determination in respect of a Restated Indemnifiable Loss Deduction, the Foreign Exchange Rate for such currency Indemnitee shall be determined as redetermine the Tax Saving Amount attributable to the Restated Indemnifiable Loss Deduction under the tax saving calculation of the date on which such financial institution shall have been reimbursed; Section 5.05(b) (ii) with respect to an Expense or a hereof substituting the Restated Indemnifiable Loss covered by insuranceDeduction for the Indemnifiable Loss Deduction, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Foreign Exchange Rate for such currency Indemnitee shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with pay the Indemnifying Party; and (iii) with respect Party a sum equal to an Expense or a Loss not covered by clause (i) or (ii) abovethe difference between such amounts, the Foreign Exchange Rate for such currency shall be determined as of the date that within 30 days after receiving written notice of the claim with respect to such Expense or Loss Final Determination. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall be given pay the Indemnitee, within 30 days of receiving written notice from the Indemnitee of the Final Determination, an amount equal to the Indemnified Partysum of (1) the difference between such amounts, plus (2) any interest assessed against the Indemnitee by a tax authority which is attributable to any tax assessed as a result of a reduction in the Indemnifiable Loss Deduction effected by the Final Determination.

Adjustment of Indemnifiable Losses. (a) The amount that any which an Indemnifying Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled an Indemnitee pursuant to indemnification hereunder (an “Indemnified Party”Section 5.02(a) or Section 5.02(b) shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party Indemnitee in reduction of the related Expense or Indemnifiable Loss. If an Indemnified Party receives a payment (Indemnitee shall have received an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Payment in respect of any Expense or an Indemnifiable Loss and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or other amounts in respect of such Expense or Indemnifiable Loss, then such Indemnified Party Indemnitee shall pay to the such Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2) or the net amount of Indemnity Payments actually received previously. The Indemnified Party Indemnitee agrees that (i) it shall use commercially reasonable efforts to recover all insurance proceeds that may be available, and (ii) the Indemnifying Party shall be subrogated to such Indemnified Party Indemnitee under any insurance policy. (bi) An insurer who would otherwise If an Indemnitee receives a tax saving by reason of having incurred an Indemnifiable Loss for which such Indemnitee shall have received an Indemnity Payment from an Indemnifying Party, then such Indemnitee shall pay to such Indemnifying Party an amount equal to such tax saving. For purposes of this Section 5.05(b), an Indemnitee shall be obligated deemed to pay have received a tax saving with respect to an Indemnifiable Loss if, upon the filing of a Federal, state or local income tax return for a taxable year ending on or after the Distribution Date (the "Indemnity Return"), an amount attributable to an Indemnifiable Loss is deductible by the Indemnitee or any claim shall not be relieved of its Affiliates and the amount of the responsibility related Indemnity Payment that is includible in gross income by the Indemnitee or any of its Affiliates is less than the amount of such tax deduction. The amount, if any, by which such deduction exceeds the amount of the related gross income is referred to herein as the "Indemnifiable Loss Deduction." Both ACX and CTI shall consult with each other and act in good faith to coordinate tax return filing positions with respect thereto, or, solely by virtue of to Indemnity Payments for the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed periods that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereofinclude an Indemnity Payment. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnitee will receive a tax saving by reason of an Indemnifiable Loss, such Indemnitee shall pay the Indemnifying Party within 30 days after the filing of an Indemnity Payment shall be denominated in Return, a currency other than United States dollarssum equal to the Indemnifiable Loss Deduction multiplied by an amount equal to A + [(1 - A) x .05)], where A equals the amount highest marginal corporate Federal income tax rate applicable to corporations taxable under Subchapter C of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with Code on the following rules:date the Indemnity Return is filed (the "Tax Saving Amount"). (iiii) In the event that an Indemnitee may receive a tax saving by reason of an Indemnifiable Loss, such Indemnitee shall adopt, in good faith, a reasonable tax return filing position so as to report the Indemnifiable Loss Deduction on such returns. The Indemnitee shall have the sole responsibility for the preparation of its tax returns and reporting thereon such Indemnifiable Loss Deduction. If a dispute arises between the Indemnitee and the Indemnifying Party as to the reasonableness of an Indemnity Return filing position with respect to an Expense or a Indemnifiable Loss arising from payment Deduction, such dispute shall be resolved by a financial institution mutually agreed upon party selected and approved by both the Indemnitee and Indemnifying Party. The cost of retaining such mutually agreed upon party shall be shared by the parties equally, and the decision shall be binding on the parties. (iv) There shall be an adjustment to any Tax Saving Amount calculated under Section 5.05(b)(ii) hereof in the event of an audit or other proceeding that results in a guarantee, comfort letter, letter Final Determination that increases or decreases the amount of credit, foreign exchange contract the Indemnifiable Loss Deduction (the "Restated Indemnifiable Loss Deduction") reported on the Indemnity Tax Return by the Indemnitee. The Indemnitee shall promptly inform the Indemnifying Party of any such audit or similar instrumentproceeding and shall attempt in good faith to sustain the tax saving at issue. Upon receiving a written notice of a Final Determination in respect of a Restated Indemnifiable Loss Deduction, the Foreign Exchange Rate for such currency Indemnitee shall be determined as redetermine the Tax Saving Amount attributable to the Restated Indemnifiable Loss Deduction under the tax saving calculation of the date on which such financial institution shall have been reimbursed; Section 5.05(b) (ii) with respect to an Expense or a hereof substituting the Restated Indemnifiable Loss covered by insuranceDeduction for the Indemnifiable Loss Deduction, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Foreign Exchange Rate for such currency Indemnitee shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with pay the Indemnifying Party; and (iii) with respect Party a sum equal to an Expense or a Loss not covered by clause (i) or (ii) abovethe difference between such amounts, the Foreign Exchange Rate for such currency shall be determined as of the date that within 30 days after receiving written notice of the claim with respect to such Expense or Loss Final Determination. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall be given pay the Indemnitee, within 30 days of receiving written notice from the Indemnitee of the Final Determination, an amount equal to the Indemnified Partysum of (1) the difference between such amounts, plus (2) any interest assessed against the Indemnitee by a tax authority which is attributable to any tax assessed as a result of a reduction in the Indemnifiable Loss Deduction effected by the Final Determination.

Adjustment of Indemnifiable Losses. (a) The amount that any which an Indemnifying Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense Claim or Loss. If an Indemnified Party receives a payment (shall have received an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Payment in respect of any Expense a Claim or Loss and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or the other amounts in respect of such Expense Claim or Loss, then such Indemnified Party shall pay to the such Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e.I.E., a benefit he or she they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (cb) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Claim or Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be, on the date recited above on which the parties entered into the Agreement. . The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Claim or Loss (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for reason of the benefit receipt of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreementany Indemnity Payment) shall be treated deemed to equal the product obtained by the Parties, for all applicable Tax purposes, as adjustments to multiplying (i) the amount of Transferred Assets. any deduction or loss or inclusion in income for such period resulting from such Claim or Loss (e) In or the event that an receipt of any Indemnity Payment shall or additional amount), as the case may be denominated (without regard to whether such deduction or loss or such inclusion in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate income results in any actual decrease or increase in Tax liability for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guaranteeperiod), comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.by

Adjustment of Indemnifiable Losses. (a) The amount that any ---------------------------------- Party or any of its Affiliates (an “"Indemnifying Party”") is required to pay to any Person entitled to ------------------ indemnification hereunder (an “"Indemnified Party”") shall be reduced (including ----------------- retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") ----------------- required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third third-party shall be entitled to a “"windfall” " (i.e., a benefit he or she would ---- not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Claim or Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Claim or Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Claim or Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the parties entered highest applicable marginal Tax rate for such period (provided, -------- however, that the amount of any Tax benefit attributable to an amount that is ------- creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 15.5(c) with respect to a Tax benefit or Tax --------------- detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any which an Indemnifying Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) Party shall be reduced (including, without limitation, retroactively) by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction respect of the related Expense Claim or Loss. If an Indemnified Party receives a payment (shall have received an “Indemnity Payment”) required by this Agreement from an Indemnifying Party Payment in respect of any Expense a Claim or Loss and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or the other amounts in respect of such Expense Claim or Loss, then such Indemnified Party shall pay to the such Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds insurance proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (cb) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Claim or Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Claim or Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Claim or Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the parties entered highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 12.5(b) with respect to a Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (ec) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense a Claim or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense a Claim or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense Claim or Loss with the Indemnifying Party; and (iii) with respect to an Expense a Claim or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense Claim or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”” ) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”” ) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”” ) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by XxxxxxxxKxxxxxxx-Xxxxx to or for the benefit of HalyardNeenah, or by Halyard Neenah to or for the benefit of XxxxxxxxKxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates either party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification hereunder (an “"Indemnified Party”") shall be reduced (including retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third third-party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the . The amount of Transferred Assets. (e) In the event that any Tax benefit or any Tax detriment for a Tax period realized by an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount Indemnified Party by reason of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to having incurred an Expense or a Loss arising from payment (or by a financial institution under a guarantee, comfort letter, letter reason of credit, foreign exchange contract the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or similar instrument, the Foreign Exchange Rate loss or inclusion in income for such currency period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), as the case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be determined as deemed to equal the amount of the date on which such financial institution shall have been reimbursed; (iicreditable item). Any payment due under this Section 12.4(c) with respect to a Tax benefit or Tax detriment realized by an Expense or Indemnified Party in a Loss covered by insurance, Tax period shall be due and payable within 30 days from the Foreign Exchange Rate time the return for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) aboveTax period is due, the Foreign Exchange Rate for such currency shall be determined as without taking into account any extension of the date that notice of the claim with respect to such Expense or Loss shall be given time granted to the Indemnified Partyparty filing such return.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification hereunder (an “"Indemnified Party”") shall be reduced (including, without limitation, retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously, in each case increased by any actual tax benefit derived by the Indemnified Party as a result of such payment (with such tax benefit determined pursuant to Section 12.5(d)). The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred an Expense or a Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period (with the parties entered amount of any deduction or loss or inclusion in income determined in accordance with Section 12.5(d) below), by (ii) the highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 12.5(c) with respect to a Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx VIGC to or for the benefit of HalyardVYGP, or by Halyard VYGP to or for the benefit of Xxxxxxxx-XxxxxVIGC, under this Article X XII (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets.Transferred (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs Costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit Benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx TXI to or for the benefit of HalyardChaparral, or by Halyard Chaparral to or for the benefit of Xxxxxxxx-XxxxxTXI, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any ---------------------------------- Party or any of its Affiliates (an “"Indemnifying Party”") is required to pay to any Person entitled to ------------------ indemnification hereunder (an “"Indemnified Party”") shall be reduced (including, ----------------- without limitation, retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in ----------------- respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously, in each case increased by any actual tax benefit derived by the Indemnified Party as a result of such payment (with such tax benefit determined pursuant to Section 12.5(d)). The --------------- Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the . The amount of Transferred Assets. (e) In the event that any Tax benefit or any Tax detriment for a Tax period realized by an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount Indemnified Party by reason of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to having incurred an Expense or a Loss arising from payment (or by a financial institution under a guarantee, comfort letter, letter reason of credit, foreign exchange contract the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or similar instrument, the Foreign Exchange Rate loss or inclusion in income for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), as the case may be without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period (with the Indemnifying Party; and (iiiamount of any deduction or loss or inclusion in income determined in accordance with Section 12.5(d) with respect to an Expense or a Loss not covered below), by clause (i) or (ii) above, the Foreign Exchange Rate highest --------------- applicable marginal Tax rate for such currency period (provided, however, that the amount -------- ------- of any Tax benefit attributable to an amount that is creditable shall be determined as deemed to equal the amount of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.creditable item). Any payment due under this Section ------- 12.5

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates either party (an “"Indemnifying Party”") is required to pay ------------------ to any Person entitled to indemnification hereunder (an “"Indemnified ----------- Party”") shall be reduced (including retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by ----------------- this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third third-party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the . The amount of Transferred Assets. (e) In the event that any Tax benefit or any Tax detriment for a Tax period realized by an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount Indemnified Party by reason of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to having incurred an Expense or a Loss arising from payment (or by a financial institution under a guarantee, comfort letter, letter reason of credit, foreign exchange contract the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or similar instrument, the Foreign Exchange Rate loss or inclusion in income for such currency period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), as the case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be determined as deemed to equal the amount of the date on which such financial institution shall have been reimbursed; (iicreditable item). Any payment due under this Section 12.4(c) with respect to a Tax benefit or --------------- Tax detriment realized by an Expense or Indemnified Party in a Loss covered by insurance, Tax period shall be due and payable within 30 days from the Foreign Exchange Rate time the return for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) aboveTax period is due, the Foreign Exchange Rate for such currency shall be determined as without taking into account any extension of the date that notice of the claim with respect to such Expense or Loss shall be given time granted to the Indemnified Partyparty filing such return.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates party (an “"Indemnifying Party”") is required to ------------------ pay to any Person entitled to indemnification hereunder (an “"Indemnified Party”") ----------------- shall be reduced (including retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying ----------------- Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she ---- would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the parties entered highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an -------- ------- amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 14.4 with respect to a Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, All Indemnity Payments under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment ARTICLE XIV shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified PartyYen.

Adjustment of Indemnifiable Losses. (a) The amount that any ---------------------------------- Party or any of its Affiliates (an “"Indemnifying Party”") is required to pay to any Person entitled to ------------------ indemnification hereunder (an “"Indemnified Party”") shall be reduced (including ----------------- retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") ----------------- required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third third-party shall be entitled to a “"windfall” " (i.e., a benefit he ---- or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred an Expense or a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred an Expense or a Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Expense or Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the parties entered highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable -------- ------- to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 15.5(c) with respect to a --------------- Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of HalyardNeenah, or by Halyard Neenah to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates party (an “"Indemnifying Party”") is required to pay to any Person entitled to indemnification hereunder (an “"Indemnified Party”") shall be reduced (including retroactively) by any insurance proceeds Insurance Proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “"Indemnity Payment”") required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who otherwise would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account If any Tax costs incurred by the Indemnified Party arising realizes a Tax benefit or detriment in one or more Tax periods by reason of having incurred a Loss for which such Indemnified Party receives an Indemnity Payment from any Indemnity Payments from the an Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received or by reason of the Indemnified Party arising from the incurrence or payment receipt of any Indemnity Payment. For all Tax purposes), then such Indemnified Party shall pay to such Indemnifying Party an amount equal to the extent permitted by applicable Tax lawsbenefit or such Indemnifying Party shall pay to such Indemnified Party an additional amount equal to the Tax detriment (taking into account, without limitation, any Tax detriment resulting from the Parties will treat any indemnification or reimbursement payment in respect receipt of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxxsuch additional amounts), as the case may be. The amount of any Tax benefit or any Tax detriment for a Tax period realized by an Indemnified Party by reason of having incurred a Loss (or by reason of the receipt of any Indemnity Payment) shall be deemed to equal the product obtained by multiplying (i) the amount of any deduction or loss or inclusion in income for such period resulting from such Loss (or the receipt of any Indemnity Payment or additional amount), on as the date recited above on which case may be (without regard to whether such deduction or loss or such inclusion in income results in any actual decrease or increase in Tax liability for such period), by (ii) the parties entered highest applicable marginal Tax rate for such period (provided, however, that the amount of any Tax benefit attributable to an amount that is creditable shall be deemed to equal the amount of such creditable item). Any payment due under this Section 14.4 with respect to a Tax benefit or Tax detriment realized by an Indemnified Party in a Tax period shall be due and payable within 30 days from the time the return for such Tax period is due, without taking into account any extension of time granted to the AgreementParty filing such return. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, All Indemnity Payments under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment ARTICLE XIV shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified PartyYen.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (which an “Indemnifying Party”) Indemnitor is required to pay to any Person entitled to indemnification hereunder an Indemnitee in respect of an indemnifiable loss under this Agreement (an “Indemnified Party”"Indemnifiable Loss") shall be reduced (including, without limitation, retroactively) by (i) any insurance proceeds and other amounts actually recovered by or on behalf such Indemnitee in respect of such Indemnified Party Indemnifiable Loss and (ii) any tax benefit realized by the Indemnitee arising from the incurrence or payment of such Indemnifiable Loss. In computing the amount of any such tax benefit, the Indemnitee shall be deemed to fully utilize, at the highest marginal tax rate then in reduction effect, all tax items arising from the incurrence or payment of the related Expense or any Indemnifiable Loss. If an Indemnified Party receives Indemnitee shall have received a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or an Indemnifiable Loss (an "Indemnity Payment") and shall subsequently actually receives Insurance Proceeds receive insurance proceeds or other amounts in respect of such Expense or Indemnifiable Loss, then such Indemnified Party Indemnitee shall pay to the Indemnifying Party such Indemnitor a sum equal to the lesser of (1i) the after-tax amount of such Insurance Proceeds net insurance proceeds or other net amounts actually received and (2ii) the net amount of Indemnity Payments actually received previously. The Indemnified Party Indemnitee agrees that that, to the Indemnifying Party extent permitted by applicable law or contract, the Indemnitor shall be subrogated to such Indemnified Party Indemnitee under any insurance policy. (b) . An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “"windfall” " (i.e., a benefit he or she they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by Xxxxxxxx-Xxxxx to or for the benefit of Halyard, or by Halyard to or for the benefit of Xxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax purposes, as adjustments to the amount of Transferred Assets. (eb) In the event that an Indemnity Payment shall be denominated made in a currency other than United States dollarsthe currency in which the Indemnifiable Loss arose, the amount of such payment Indemnity Payment shall be translated into United States dollars using adjusted to ensure that the Foreign Exchange Rate for such currency determined in accordance with Indemnitee receives the following rules: (i) with respect to an Expense or a amount of the Indemnifiable Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which of such financial institution shall have been reimbursed; (ii) with respect Loss without regard to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such changes in foreign currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of exchange rates between the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Partyand such Payment.

Adjustment of Indemnifiable Losses. (a) The amount that any Party or any of its Affiliates (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification hereunder (an “Indemnified Party”) shall be reduced by any insurance proceeds and other amounts actually recovered by or on behalf of such Indemnified Party in reduction of the related Expense or Loss. If an Indemnified Party receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Expense or Loss and subsequently actually receives Insurance Proceeds or other amounts in respect of such Expense or Loss, then such Indemnified Party shall pay to the Indemnifying Party a sum equal to the lesser of (1) the after-tax amount of such Insurance Proceeds or other amounts actually received and or (2) the net amount of Indemnity Payments actually received previously. The Indemnified Party agrees that the Indemnifying Party shall be subrogated to such Indemnified Party under any insurance policy. (b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto, or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit he or she would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) Indemnity Payments (i) shall not be increased to take into account any Tax tax costs incurred by the Indemnified Party arising from any Indemnity Payments from the Indemnifying Party and (ii) shall not be reduced to take into account any Tax tax benefit received by the Indemnified Party arising from the incurrence or payment of any Indemnity Payment. For all Tax purposes, to the extent permitted by applicable Tax laws, the Parties will treat any indemnification or reimbursement payment in respect of a Liability pursuant to this Article X as a capital contribution made by Xxxxxxxx-Xxxxx to Halyard or as a distribution made by Halyard to Xxxxxxxx-Xxxxx, as the case may be, on the date recited above on which the parties entered into the Agreement. (d) Amounts paid by XxxxxxxxKxxxxxxx-Xxxxx to or for the benefit of HalyardNeenah, or by Halyard Neenah to or for the benefit of XxxxxxxxKxxxxxxx-Xxxxx, under this Article X (and under other specified provisions of this Agreement) shall be treated by the Parties, for all applicable Tax tax purposes, as adjustments to the amount of Transferred Assets. (e) In the event that an Indemnity Payment shall be denominated in a currency other than United States dollars, the amount of such payment shall be translated into United States dollars using the Foreign Exchange Rate for such currency determined in accordance with the following rules: (i) with respect to an Expense or a Loss arising from payment by a financial institution under a guarantee, comfort letter, letter of credit, foreign exchange contract or similar instrument, the Foreign Exchange Rate for such currency shall be determined as of the date on which such financial institution shall have been reimbursed; (ii) with respect to an Expense or a Loss covered by insurance, the Foreign Exchange Rate for such currency shall be the Foreign Exchange Rate employed by the insurance company providing such insurance in settling such Expense or Loss with the Indemnifying Party; and (iii) with respect to an Expense or a Loss not covered by clause (i) or (ii) above, the Foreign Exchange Rate for such currency shall be determined as of the date that notice of the claim with respect to such Expense or Loss shall be given to the Indemnified Party.