Common use of Calculation of Damages Clause in Contracts

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall be net of any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closing.

Calculation of Damages. Each Party will be entitled to all direct damages and other rights and remedies available at law or in equity, except as may be specifically provided or provided otherwise in this Agreement, upon the default or other failure to perform of the other Party. Without limiting the generality of any of the foregoing provisions of this Article 9, the Parties will be entitled to receive the specific monetary damages set forth in this Section 9.5. (a) No Indemnitee shall be required If Lansing fails to mitigate any Damages pay for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall be net of any amounts actually recovered by Ethanol delivered to the Indemnitee under applicable insurance policies or other Contracts or from Delivery Point, Lansing will pay to Ethanol Producer, in addition to any other Person direct damages incurred by Ethanol Producer as a result of such failure, the positive difference, if any, between (i) the amounts that Lansing would have paid Ethanol Producer had Lansing performed, and (ii) the amounts (if any) that Ethanol Producer, acting in a commercially reasonable manner, actually receives for the sale of the same Ethanol equivalent at or in reasonable proximity to the Delivery Point (net of any applicable deductible extra transportation, transactional or increase in insurance premiums (including retro-premium adjustments); provided other costs reasonably incurred and that the Indemnitee shall have no obligation can be documented by Ethanol Producer to pursue or continue the pursuit of any sell such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds Ethanol from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors Delivery Point in connection with any such sale), or at Ethanol Producer's option, the delivery applicable market price if a sale of such funds up the same or equivalent Ethanol at or in reasonable proximity to the amount received by Delivery Point had taken place. Lansing assumes all financial risk involved in the Indemniteepayment for Ethanol merchandised through this Agreement, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountcollection risks from buyers of Ethanol. (b) Neither If Ethanol Producer fails to sell and deliver the Members nor Parent shall be liable Ethanol production of the Facility as this Agreement specifies to Lansing by: (i) selling the Ethanol instead to any third party, unless entitled to do so under Section 12.02 for any Damages the terms of this Agreement, or (xii) abandoning its firm obligation to supply Ethanol to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made Delivery Point in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14this Agreement, or (yiii) otherwise breaching or failing to perform this Agreement, Ethanol Producer will pay to Lansing, in addition to any other direct damages incurred by Lansing as a result of such failure, the positive difference, if any, between (i) amounts that Lansing, acting in a commercially reasonable manner, pays for the purchase of the same or equivalent Ethanol at or in reasonable proximity to the extent Delivery Point (inclusive of any extra transportation, transactional or other costs reasonably incurred by Lansing, in connection with any such Damages are otherwise taken into account in purchase), or, at Lansing's option, the calculations applicable market price if a purchase of the amount same or equivalent Ethanol at or in reasonable proximity to the Delivery Point had taken place, and (ii) the amounts Lansing would have paid Ethanol Producer for the Ethanol if Ethanol Producer had performed. Lansing may not suspend its performance under this Agreement during the occurrence of the Final Adjusted Purchase Priceany arbitration under Article 17. (c) For If the avoidance Project is shut down because of doubtan Event of Default by Lansing, subject Ethanol Producer shall be entitled to all direct damages as a result of such shut down. In no event shall Lansing be responsible for such damages if its Event of Default is due to failure by railroads, trucking companies or other transportation facilities to comply with their contractual obligations, or the determination of De Minimis Breaches set forth in Section 12.03, the amount occurrence of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingForce Majeure.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable Damage for which indemnification is provided under Section 12.02 this Article IX shall be (i) with respect to the Company, net of any reserves, liability accruals or other provisions for such Damages on the Closing Balance Sheet (to the extent that such reserves, liability accruals or other provisions for such Damages are reflected in good faith in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) in Closing Working Capital) and (ii) net of any amounts actually recovered by the Indemnitee Indemnified Party under insurance policies with respect to such Damage. In the event that any claim for indemnification asserted hereunder is, or may be, the subject of any insurance coverage or other right to indemnification or contribution from any third Person, the Indemnified Party expressly agrees to promptly notify the applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit carrier of any such recoveryclaim or loss and tender defense thereof to such carrier, and shall also promptly notify any potential third-party indemnitor or contributor which may be liable for any portion of such losses or claims. If The Indemnified Party agrees to pursue, at the Indemnitee receives any amounts under cost and expense of the Indemnitor, such claims diligently and to reasonably cooperate, at the cost and expense of the Indemnitor, with each applicable insurance carrier and third-party indemnitor or contributor. The Indemnified Party shall use its commercially reasonable efforts to seek recoveries under insurance policies or from any other Person responsible and shall reimburse the Indemnitor for any Damages subsequent to receipt of funds from the IndemnitorsDamage indemnified by them, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred which is subsequently recovered by the Indemnitors in connection with the delivery of Indemnified Party under any such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountinsurance. (b) Neither the Members nor Parent The amount of any Damage (including Taxes) for which indemnification is provided shall be liable under Section 12.02 for reduced to take account of any Damages (x) to net Tax benefit actually recognized by the extent that there is a specific liability Indemnified Party arising from the incurrence or reserve relating to payment of any such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of Damage. In computing the amount of any such Tax benefit, the Final Adjusted Purchase PriceIndemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified Damage. (c) For the avoidance purposes of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, determining only the amount of any Damages incurred by a Parent Indemnitee arising out ofDamages, relating toany materiality or Material Adverse Effect qualifications in the representations, resulting fromwarranties, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries covenants and agreements shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingdisregarded.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 this Article 11 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts policies, or from any other Person alleged to be responsible therefor and (ii) the net Tax benefit actually realized by the Indemnified Party and its Affiliates as a result of any applicable deductible the incurrence or increase in insurance premiums payment of such Damages by the Indemnified Party, determined on a “with-and-without basis” (including retro-premium adjustmentsa “Tax Benefit”); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee Indemnified Party or any of its Affiliates receive any Tax Benefits subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such Tax Benefits. If the Indemnified Party receives any amounts under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by the IndemniteeIndemnified Party, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) Indemnified Party in collecting such amount. The Indemnified Party shall diligently prosecute any claims for recovery under applicable insurance policies, and from any other Person alleged to be responsible for any Damages, and shall diligently pursue any and all claims for Tax credits or refunds to the extent such Tax credits or refunds would give rise to a Tax Benefit. (b) Each Indemnified Party shall use commercially reasonable efforts to mitigate in accordance with Applicable Law any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (c) Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02. (d) Neither the Members Baker Hughes nor Parent Partner shall be liable under Section 12.02 11.02(a)(i) or Section 11.02(a)(iii), or Section 11.02(b)(i) or Section 11.02(b)(iii), respectively, for any Damages (x) for Remedial Actions with respect to the extent that there is a specific liability Baker Hughes Transferred Facilities or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each casePartner Contributed Facilities, as finally determined pursuant to Section 2.14the case may be, or arising under Environmental Laws (yi) to the extent such Damages arise out of any subsurface or invasive sampling, testing or other invasive investigation of any environmental media, unless such sampling, testing or other invasive investigation is (A) required by Applicable Law, Environmental Law, any binding permit, license or authorization issued under any Environmental Law, or a Governmental Authority, (B) conducted to respond to an imminent and material threat to human health or the environment, (C) for the purposes of construction, improvement, maintenance, repair or expansion of a building or other facility, which construction, improvement, maintenance, repair or expansion requires soil excavation which excavation results in visual, olfactory or other reasonable evidence of contamination, (D) conducted in response to a Third Party Claim, or (E) required at any leased real property pursuant to any lease agreement, or (ii) to the extent such Damages exceed those that are reasonably necessary to satisfy, in a reasonably cost-effective manner, the minimum requirements or standards acceptable or allowed under Environmental Law or to an applicable Governmental Authority pursuant to Environmental Law, using, where possible, risk-based standards, engineering or institutional controls, or deed or other restrictions, in each case so long as such does not materially inhibit those commercial or industrial (as the case may be) activities or operations being performed on the relevant real property or otherwise taken into account in materially and adversely impact the calculations value of the amount of relevant real property as compared to the Final Adjusted Purchase Pricevalue on the Closing Date, it being understood there is no requirement to conduct remediation other than to commercial or industrial standards, as the case may be. (ce) For Each of Baker Hughes and Partner shall have the avoidance of doubtright (but not obligation) to defend, subject control or conduct any Remedial Action with respect to the determination matters for which it is responsible under Sections 11.02(a)(i), 11.02(a)(iii), 11.02(a)(iv), 11.02(b)(i), 11.02(b)(iii), or 11.02(b)(iv), as the case may be, as an Indemnifying Party; provided, however, that the Indemnifying Party shall not have the right to assume the control of De Minimis Breaches set forth in Section 12.03, the amount defense of any Damages incurred Third Party Claim brought by a Parent Indemnitee arising out ofmaterial customer or material supplier of the Company. Company agrees to provide reasonable access to Baker Hughes and Partner so that they may be able to conduct any such defense or control or Remedial Action, relating toand during such time Baker Hughes and Partner, resulting fromas the case may be, in connection shall (i) not unreasonably interfere with or otherwise in the continuing use of the subject property, (ii) reasonably consult with the Company and the Indemnified Party with respect to any such Remedial Action, (iii) promptly provide the Company and the Indemnified Party copies of any Damages incurred by Holdings non-privileged reports, workplans, notices, correspondence, data or its Subsidiaries shall be deemed for all purposes hereinother documentation related to such Remedial Action, and (iv) allow the Company and the Indemnified Party to the extent that any Parent Indemnitee is entitled attend and participate in material meetings with respect to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingRemedial Action.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) by the Indemnifying Party shall be net of any amounts actually recovered or recoverable by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts (including the Environmental Insurance Policy), or from any other Person (net alleged to be responsible therefor and the present value of any applicable deductible Tax benefit realized by the Indemnified Party arising from the incurrence or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit payment of any such recoveryDamages. The present value of any such Tax benefit shall be computed (x) using a discount rate equal to the mid-term applicable federal rate in effect at the time the relevant payment is made, (y) assuming that the Tax benefit will be used at the earliest date or dates allowable by Applicable Law and (z) using the maximum federal or state, as the case may be, corporate Tax rate in effect at the time the relevant payment is made. If the Indemnitee Indemnified Party receives any amounts under applicable insurance policies (including the Environmental Insurance Policy), or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountIndemnified Party. (b) Neither Notwithstanding anything to the Members nor Parent contrary herein, the Indemnifying Party shall not be liable under Section 12.02 this Agreement for any (i) Damages (x) relating to any matter to the extent that there is a specific liability or reserve relating to the Indemnified Party had been compensated for such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed pursuant to the applicable litigationadjustments under Sections 2.08 or 2.09, account receivable (ii) consequential, indirect, incidental, special, exemplary or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) punitive Damages or (Biii) in the calculation of Closing Indebtedness Damages for lost profits or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Priceopportunities. (c) For Each Indemnified Party must use its respective commercially reasonable efforts to mitigate any loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its loss after the avoidance Indemnifying Party has paid the Indemnified Party under any indemnification provision of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise this Agreement in respect of that loss, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation within 5 Business Days after the benefit is received. (d) Each Indemnified Party shall use its respective commercially reasonable efforts to collect any amounts available under insurance coverage (including under the Environmental Insurance Policy), or from any other Person potentially responsible, for any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with payable under this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities 12 (or any other provision of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreementthis Agreement that expressly provides for indemnification)) as of immediately following the consummation of the Closing.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 8.2 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of any expenses incurred in securing such recovery). If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by the IndemniteeIndemnified Party, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) Indemnified Party in collecting such amount. (b) Neither the Members nor Parent No Indemnified Party shall be liable under entitled to indemnification pursuant to Section 12.02 8.2 for any consequential, special, exemplary, indirect or punitive Damages (x) except to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(iany Third Party Claim)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage or from third parties for any Damages payable under Section 8.2, provided that such efforts will not limit the avoidance timing or amount of doubt, subject Damages payable under Section 8.2 during pendency of such insurance claims. (d) Notwithstanding any provision hereof to the determination of De Minimis Breaches set forth in Section 12.03contrary, the amount of any Damages incurred by a payable to the Parent Indemnitee arising out of, relating to, resulting from, Indemnified Parties under Section 8.2 shall be made solely from funds available in connection with or otherwise in respect the Escrow Account. (e) In determining the amount of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to which the extent that any Parent Indemnitee is Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Damages will be determined after deducting therefrom the amount of any Tax benefit actually realized in accordance with this Article 12the year in which such Damages were incurred (and any prior year) in cash, to be the proportionate amount credit or a reduction of Taxes otherwise payable, in each case as a result of such Damages. Additionally, if any Indemnified Party realizes any additional Tax benefit in cash, credit or a reduction of Taxes otherwise payable, in each case as a result of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following two years after such Damages were incurred, such Indemnified Party will promptly refund to the consummation of the ClosingIndemnifying Party an amount equal to such Tax benefit.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 9.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts policies, or from any other Person (net alleged to be responsible therefor. Subject to the rights of any applicable deductible or increase the R&W Insurer as set forth in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue R&W Insurance Policy, if the pursuit of any such recovery. If the Indemnitee Indemnified Party receives any amounts under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then to the extent the Indemnified Party’s total recovery exceeds it Damages with respect to the underlying event, such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up excess not to exceed the amount received by the IndemniteeIndemnified Party, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) Indemnified Party in collecting such amount. (b) Neither the Members nor Parent The Indemnifying Party shall not be liable under Section 12.02 9.02 for any Damages (x) relating to any matter to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise has been taken into account in connection with the calculations of the amount of the Final Adjusted Purchase PricePrice adjustment under Section 2.06. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth Each Indemnified Party must mitigate in Section 12.03, the amount of accordance with Applicable Law any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its Damages after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of those Damages, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (d) Buyer and Seller agree to treat any Damages incurred by Holdings or its Subsidiaries shall be deemed indemnification payment made under this Agreement as an adjustment to the Purchase Price for all federal income tax purposes hereinincluding, as applicable, a corresponding adjustment to Final Allocation Schedule, except to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained otherwise required by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingApplicable Law.

Calculation of Damages. (ai) No Indemnitee Except with regard to indemnification for claims described in Section 9.2(e)(i) hereof for which an Indemnifying Party is liable, Damages payable by an Indemnifying Party under this Section 9 shall be required not include consequential damages (including loss of revenue, income or profits, loss or diminution in value of assets or securities or damages calculated by “multiple of profits” or “multiple of cash flow” or other valuation methodology), punitive damages, damages related to mitigate any mental or emotional distress, exemplary damages, special damages or other indirect or incidental damages. Any Damages for which such Indemnitee seeks any Indemnified Party is entitled to indemnification under this Agreement. The amount of any Damages payable under Section 12.02 9 shall be net determined without duplication of any amounts actually recovered recovery by reason of the Indemnitee under applicable insurance policies state of facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee agreement, and no Buyer Indemnified Party shall have no obligation be entitled to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible indemnification hereunder for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by extent reflected as a liability or reserved against on the IndemniteeLatest Balance Sheets or in the final determination of Indebtedness of the Company Parties, net Cash of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (the Company Parties, Company Transaction Expenses or its Affiliates) in collecting such amountNet Working Capital. (bii) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) Notwithstanding anything to the extent that there is a specific liability or reserve relating contrary set forth herein, but subject to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations all of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches other limitations on indemnification set forth in this Section 12.039, the amount of any Damages suffered or incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise Purchaser Indemnified Party in respect of any Damages incurred claim for indemnification under Section 9(a)(i) to the extent resulting from or arising out of any misrepresentation, breach or inaccuracy of any representation or warranty of the Seller in Section 3 of this Agreement or in any schedule or certificate in respect of Section 3 delivered by Holdings or on behalf of the Seller or a Company Party to the Purchaser pursuant to this Agreement that either (a) is directly related to Innovatix or its Subsidiaries, or (b) arises out of any misrepresentation, breach or inaccuracy of any representation or warranty made in Section 3.14 (Compliance), Section 3.15 (Employee Benefits) or Section 3.16 (Labor Matters) that pertain to the operations of Innovatix or its Subsidiaries and related to Employees who provide or provided services to Innovatix or its Subsidiaries (collectively, the “Limited Innovatix Damages”), shall be deemed for all purposes herein, calculated as follows: A) until such time as Seller has incurred liability to the extent Purchaser Indemnified Parties in respect of indemnification obligations under this Section 9 for Limited Innovatix Damages that any Parent Indemnitee is entitled are not Limited Innovatix Regulatory Damages in an amount equal to indemnification in accordance with this Article 12$15,000,000, to be 100% of the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries shall be subject to indemnification pursuant to Section 9(a)(i) (i.e., based on Parent’s Percentage Share Damages are determined as if the Purchaser were purchasing a one-hundred percent (as defined 100%) limited liability company membership interest in the A&R Holdings LLC Agreement)) Innovatix notwithstanding that, as of immediately following the consummation date hereof, Purchaser owns fifty percent (50%) limited liability company membership interests of Innovatix); and B) (I) after such time as Seller has incurred liability to the Purchaser Indemnified Parties in respect of indemnification obligations under this Section 9 for Limited Innovatix Damages in an amount in excess of $15,000,000, or (II) such Damages are Limited Innovatix Regulatory Damages, 50% of the Closingamount of such Damages shall be subject to indemnification pursuant to Section 9(a)(i) (i.e., for purposes of excluding Damages suffered or incurred by a Purchaser Indemnified Party in respect of the fifty percent (50%) limited liability company membership interests of Innovatix already owned by the Purchaser). (iii) Notwithstanding Section 9.2(g)(ii)(B), and subject to all of the other limitations on indemnification set forth in this Section 9, with respect to Damages resulting from or arising out of (A) any misrepresentation, breach or inaccuracy of Excluded Representations, or (B) any Intentional Misrepresentation or fraud by the Seller related to Limited Innovatix Damages, Seller shall be liable for 100% of such Damages.

Calculation of Damages. (a) No For purposes of calculating the amount of Damages to which the Buyer Indemnified Parties or the Seller Indemnified Parties are entitled under this Article VI (but not for purposes of determining whether a representation or warranty has been breached), the terms “material” and “materiality” will be disregarded. (b) Any Indemnitee will only be entitled to recover the full amount of Damages once with respect to any item giving rise to Damages. (c) The amount of any indemnification obligation under this Agreement shall be required reduced by the amount of any insurance proceeds actually received by the Indemnitee under any applicable insurance policy with respect thereto, net of any deductibles or other expenses and any increase in applicable premiums/retro-premiums related to mitigate the recovery of such proceeds; provided, however, that the foregoing shall not be deemed to require an Indemnitee to seek recovery under any applicable insurance policies prior to a claim for indemnification hereunder. In the event that any Indemnitee actually recovers any insurance proceeds with respect to any Damages for which such Indemnitee seeks indemnification Person has been indemnified under this Agreement. The , then a refund equal to the aggregate amount of the insurance recovery (net of any Damages payable deductibles or other expenses and any increase in applicable premiums/retro-premiums related to the recovery of such proceeds) shall be made promptly to the Indemnitor so as to avoid a duplication of recovery (but not to exceed the amount for which such Indemnitee was previously indemnified for hereunder in respect of such Damages). (d) Any indemnification obligation under Section 12.02 this Agreement shall be net of any amounts actually recovered indemnity, contribution or other similar payment received by the Indemnitee under applicable insurance policies or other Contracts or its Affiliates from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection third party with the delivery of such funds up to the amount received by the Indemniteerespect thereto, net of any expenses (including related to the recovery of such amounts. In the event that any increase in insurance premiums (including retro-premium adjustments)) incurred recovery is received by such any Indemnitee (or its Affiliates) in collecting Affiliates with respect to any indemnification obligation for which any such amountPerson has been indemnified under this Agreement, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Indemnitor. (be) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-relatedNOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigationIN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY INDEMNITEE HEREUNDER FOR ANY CONSEQUENTIAL, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working CapitalINCIDENTAL, in each caseINDIRECT, as finally determined pursuant to Section 2.14SPECIAL, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase PriceEXEMPLARY, OR PUNITIVE DAMAGES OR DAMAGES BASED ON A MULTIPLE OF EARNINGS, REVENUES, OR OTHER FINANCIAL MEASURE OR OTHER DAMAGES NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, IN EACH CASE, EXCEPT TO THE EXTENT SUCH DAMAGES ARE PAYABLE BY AN INDEMNITEE TO AN UNAFFILIATED THIRD PARTY. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closing.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 ‎‎Section 11.02 by the Indemnifying Party shall be (A) grossed up for any Taxes payable on the receipt of the indemnity payment such that the net amount received after the payment of all such Taxes equals the amount of Damages and (B) net of any (i) amounts actually recovered by the Indemnitee under applicable insurance policies Indemnified Party or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts its Affiliates under applicable insurance policies or from any other Person alleged to be responsible therefor, and (ii) Tax benefit that has been actually realized by the Indemnified Party or its Affiliates (in the form of an increase in cash refunds received or as a reduction in Taxes otherwise due) arising from the incurrence or payment of any such Damages. If the Indemnified Party (A) receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages subsequent to receipt of funds from the IndemnitorsDamages, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or out-of-pocket expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by the IndemniteeIndemnified Party, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) or Taxes incurred by such Indemnitee Indemnified Party in collecting such amount or (B) actually realizes or receives any net Tax benefit in the year the Damages were incurred (or its Affiliatesthe immediately succeeding year) that was not initially included in the computation of Damages, then such Indemnified Party shall promptly pay to the Indemnifying Party the amount of such net Tax benefit, net of any out-of-pocket expenses incurred by such Indemnified Party in collecting such amount. (b) Neither the Members nor Parent The Indemnifying Party shall not be liable under Section 12.02 ‎Section 11.02 for any (i) Damages (x) relating to any matter to the extent that there is a specific liability or reserve relating to such matter that is included (A) in such matter is indicated on Exhibit A hereto as being “assumed by THS” (the Group Balance Sheet (solely in respect of litigation-related“Specified Matters”); provided, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed that such limitation shall only apply up to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) amounts specified thereon; or (B) in the Indemnified Party had otherwise been compensated for such matter pursuant to the calculation of Final Closing Indebtedness or Closing Net Working Capital, in each caseFinal Closing Net Indebtedness, as finally determined pursuant to Section 2.14Final Seller Transaction Expenses or the adjustment of the Closing Purchase Price under ‎Section 2.05 or any other provisions of this Agreement, (ii) consequential, incidental, special, exemplary, punitive or other similar Damages (y) other than to the extent such Damages are otherwise taken into account finally awarded to be payable to a third party by a court of competent jurisdiction), (iii) Damages for lost profits or diminution in the calculations value or (iv) portion of the amount of the Final Adjusted Purchase PriceReduction Fee. (c) For Each Indemnified Party shall mitigate in accordance with Applicable Law any Damage for which such Indemnified Party seeks indemnification under this Agreement, and no Indemnifying Party shall be liable to any Indemnified Party for any Damages to the extent arising from or aggravated by such Indemnified Party’s failure to mitigate or any other action taken or not taken by such Indemnified Party. If such Indemnified Party mitigates its Damages after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of that Damage, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within five Business Days after the benefit is received. (d) Each Indemnified Party and its Affiliates shall use commercially reasonable efforts to collect any amounts available under insurance coverage for any Damages payable under ‎‎Section 11.02. (e) Each party agrees that it shall not, and agrees to use its reasonable best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost of, any obligations of the other party under this ‎‎Article 11. (f) Unless prohibited by Applicable Law, any indemnification payment made pursuant to this Agreement (for the avoidance of doubt, subject including any payment made pursuant to ‎‎Article 8) shall be treated by Buyer and Seller as an adjustment to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed Closing Purchase Price for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingTax purposes.

Calculation of Damages. Notwithstanding anything to the contrary herein: (a) No no Indemnified Party shall be entitled to indemnification to the extent a Liability or reserve relating to the matter giving rise to such indemnification has been included in the final determination of Closing Date Net Working Capital, Closing Date Indebtedness, Closing Date Cash or Closing Date Transaction Expenses; (b) no Buyer Indemnitee shall be required entitled to mitigate indemnification for Damages with respect to (i) Taxes that arise from a breach of any covenant or agreement made or to be performed by Buyer or its Subsidiaries (including, from and after the Closing, the Group Companies) pursuant to this Agreement, (ii) Taxes that arise from any action taken by Buyer or its Subsidiaries (including, from and after the Closing, the Group Companies) on the Closing Date following the Closing outside the ordinary course of business that are not otherwise specifically contemplated by this Agreement, (iii) the amount of any net operating loss, Tax basis, Tax credit or other Tax attribute (or the loss, unavailability or reduction thereof), except to the extent resulting directly in additional cash Tax Liability of the Group Companies for a Pre-Closing Tax Period that otherwise would not have been imposed (for the avoidance of doubt, without limiting the obligation for the Excluded Tax Matter) or (iv) any Transfer Taxes that are allocated to Buyer pursuant to Section 6.01(c); (c) each Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or similar agreements other than this Agreement for any Damages to the same extent such party would if such Damages were not subject to indemnification pursuant to this Article IX; (d) the amount of any Damages for which such Indemnitee seeks an Indemnified Party claims indemnification under this Agreement. The amount of any Damages payable under Section 12.02 Agreement shall be net of reduced by (i) any amounts insurance proceeds (other than any proceeds received under the R&W Insurance Policy, which shall be additive to, and not in lieu of, the recovery hereunder) actually recovered received by the Indemnitee under applicable insurance policies or other Contracts or from any other Person an Indemnified Party with respect to such Damages (net of any applicable deductible documented out-of-pocket costs or increase in insurance premiums expenses incurred by such Indemnified Party (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit present value of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums or similar expenses)), (including retro-premium adjustments)ii) incurred by any Tax benefits actually realized as a result of such Indemnitee Damages for the taxable year in which such Damages are taken into account in determining taxable income or loss, and for the two (2) subsequent taxable years, calculated on a “with and without” basis, and (iii) all other amounts actually recovered from an unaffiliated third party pursuant to indemnification or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely otherwise in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working CapitalDamages, in each case, as finally determined (net of any documented out-of-pocket costs or expenses incurred by such Indemnified Party); provided, that, in each case, if an Indemnified Party actually recovers and receives an amount from a third party in respect of Damages that are the subject of indemnification hereunder after all or a portion of such Damages have been paid by an Indemnifying Party pursuant to Section 2.14this Article IX, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days) remit to the Indemnifying Party the amount of such proceeds actually received from such third party (net of any documented costs or expenses incurred by such Indemnified Party (including the present value of any increase in insurance premiums or similar expenses)) or, if less, the amount paid by the Indemnifying Party in respect of such Damages pursuant to this Article IX; (e) in the event an Indemnified Party shall recover Damages in respect of a claim of indemnification under this Article IX, no other Indemnified Party shall be entitled to recover the same Damages in respect of a claim for indemnification; (f) no Party shall be entitled to indemnification pursuant to this Article IX, to xxx for, or to assert any other right or remedy with respect to, any Damages, causes of action or other claims to the extent they are primarily possible or potential Damages, causes of action or claims that such party believes may be asserted rather than Damages, causes of action or claims that have, in fact, been filed against such Indemnified Party or paid or incurred by such Indemnified Party; and (g) notwithstanding anything to the contrary herein (unless (x) actually awarded on account of a Third Party Claim or (y) the applicable Damages (1) do not arise from any special circumstances of the Person suffering such Damages or do arise from any special circumstances of the Person suffering such Damages if such circumstances were known to the extent such Damages Indemnifying Party and (2) are otherwise taken into account in the calculations natural, probable and reasonably foreseeable result of the amount event that gave rise thereto or the matter for which indemnification is sought hereunder), no Party shall be liable for any (i) special, punitive, exemplary, consequential or indirect damages, (ii) lost profits or lost business, loss of the Final Adjusted Purchase Price. enterprise value, diminution in value, damage to reputation or loss of goodwill or (ciii) For the avoidance damages calculated based on a multiple of doubtprofits, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of revenue or any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting fromother financial metric, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes hereineach case, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., whether based on Parentcontract, tort, strict liability, other Law or otherwise, and whether or not arising from any other Party’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingsole, joint or concurrent negligence, strict liability or other fault.

Calculation of Damages. (a) No Indemnitee For purposes solely of this Article VIII, all representations and warranties in Articles III and IV (other than Section 3.07) shall be required construed as if the term “material” and any reference to mitigate any Damages for which “Material Adverse Effect” (and variations thereof) were omitted from such Indemnitee seeks indemnification under this Agreement. representations and warranties. (b) The amount of any Damages payable indemnifiable under Section 12.02 this Article VIII shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts or from third party indemnities with respect to such Damages (less any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense costs incurred by the Indemnitors Indemnified Parties in connection with obtaining such recovery). In the delivery event any amounts recovered from such sources are not received before a Indemnification Claim is paid pursuant to this Article VIII, then the amount of such funds up recovery shall be applied first, to reimburse the amount received by the Indemnitee, net of Indemnified Party for any out-of-pocket expenses (including reasonable attorney’s fees and expenses) expended by it in pursuing such recovery or defending any increase in insurance premiums (including retro-premium adjustments)) incurred claims arising therefrom, second, to refund any payments made by the Indemnitor which would not have been so paid had such Indemnitee (or its Affiliates) in collecting recovery been obtained prior to such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for payment and, third, any Damages (x) excess to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase PriceIndemnified Party. (c) For the avoidance of doubt, subject Prior to the determination release of De Minimis Breaches set forth the Escrow Funds pursuant to Section 8.08 below, Parent shall, and shall cause Surviving Corporation and its subsidiaries and the officers, directors, employees, auditors and agents of the Surviving Corporation and its subsidiaries to (i) maintain in Section 12.03good order the books and records of the Company, its Subsidiaries, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or Surviving Corporation and its Subsidiaries shall be deemed for all purposes herein, and (ii) afford the Securityholders' Representative (or any applicable Indemnitor) reasonable access during normal business hours to the extent that any Parent Indemnitee is entitled officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company, its Subsidiaries, the Surviving Corporation and its Subsidiaries reasonably necessary to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities enable Securityholders' Representative (or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)such applicable Indemnitor) as of immediately following the consummation of the Closingto respond to any Indemnification Claim.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable for which indemnification is provided under Section 12.02 this Article IX shall be calculated net of any amounts actually recovered by the Indemnitee Indemnified Person under applicable any insurance policies and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or other Contracts payment by or from any other Person (against a third party, in each case relating to such Damages, net of the costs and expenses incurred in seeking such collection; provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any applicable deductible or increase in insurance premiums the premium (including and retro-premium adjustments); provided that ) for such policies to the Indemnitee shall have no obligation to pursue extent arising out of or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with such Damages. Subject to Section 9.8, the delivery of such funds up Indemnified Persons shall use commercially reasonable efforts to seek recovery under any insurance policies (other than the Representation and Warranty Insurance Policy) covering any Damage to the same extent as they would if such Damage were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnified Persons with respect to any Damage for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount received by of the Indemniteerecovery shall be made promptly to the Seller or Purchaser, net as applicable. Notwithstanding anything to the contrary in this Article IX, the parties agree that no amount shall be due under this Article IX to the extent that it duplicates another amount already paid or accounted for under this Article IX or in the calculation of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountthe final Indebtedness Amount, final Net Working Capital Amount, final Transaction Expenses. (b) Neither Notwithstanding anything to the Members nor Parent contrary in this Article IX, no Indemnified Person shall be liable entitled to indemnification under Section 12.02 this Article IX for any Damages (xi) to the extent that there is consequential, incidental or special (including loss of revenue, income or profits or a specific liability multiple thereof or reserve relating to such matter that is included similar valuation) damages (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account not reasonably foreseeable) or (ii) punitive damages (except, in the calculations case of each of clauses (i) and (ii), to the amount extent awarded to a third party by a court of the Final Adjusted Purchase Pricecompetent jurisdiction in connection with a Third-Party Claim). (c) For the avoidance of doubt, subject The Indemnified Persons shall be entitled to the determination indemnification provided for under this Article IX even if any of De Minimis Breaches them (i) had knowledge at any time of the matter that is later the subject of a claim for indemnity or (ii) waived any of the conditions set forth in Section 12.037.1, Section 7.2 or Section 7.3, as the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingcase may be.

Calculation of Damages. (ai) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 15.02 by the Indemnifying Party shall be net of any amounts reduced by the amount actually recovered by the Indemnitee Indemnified Party under applicable insurance policies (other than the R&W Insurance Policy and the Tax Indemnity Insurance Policy) less any collection or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums recovery costs and expenses (including retrodeductibles and co-premium adjustments); provided that the Indemnitee shall have no obligation insurance) incurred by such Person in order to pursue or continue the pursuit of any collect insurance proceeds and less increases in premiums attributable to such recoveryDamages. If the Indemnitee Indemnified Party receives any amounts under such applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by of the Indemniteerelevant insurance payment, net of less any collection or recovery costs and expenses (including any increase in insurance premiums (including retrodeductibles and co-premium adjustments)insurance) incurred by such Indemnitee (or its Affiliates) Person in collecting order to collect insurance proceeds and less increases in premiums attributable to such amountDamages. (bii) Neither the Members nor Parent The Indemnifying Party shall not be liable under Section 12.02 15.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant the Purchase Price adjustment under Section 2.06. (iii) Each Indemnified Party shall use its Commercially Reasonable Efforts to Section 2.14, or (y) mitigate any Damages for which such Indemnified Party seeks indemnification under this Agreement to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Pricerequired by Law. (civ) For the avoidance of doubt, subject Notwithstanding anything in this Agreement to the determination of De Minimis Breaches set forth in Section 12.03contrary, after the amount Closing, no Seller Indemnified Party shall seek or be entitled to advancement, indemnification, contribution or other recovery of any Damages incurred kind from any Related Company (including by reason of the fact that he, she or it was an officer, director, manager, member, employee, or agent of such Related Company or was serving at the request of such Related Company as a Parent Indemnitee arising out ofpartner, relating totrustee, resulting fromdirector, in connection officer, employee, or agent of another entity) for any actions or omissions of such Person prior to Closing with or otherwise in respect of to any Damages incurred by Holdings or its Subsidiaries shall be deemed matter for all purposes herein, which such Person is required to the extent that indemnify any Parent Indemnitee is entitled to indemnification in accordance with Buyer Indemnified Party under this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closing15.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 this Article 11 by the Indemnifying Person shall be net of any amounts actually recovered or recoverable by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Person receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Person, then such Indemnitee Indemnified Person shall promptly reimburse the Indemnitors Indemnifying Person for any funds delivered payment made or expense incurred by the Indemnitors such Indemnifying Person in connection with the delivery of providing such funds indemnification payment up to the amount received by the IndemniteeIndemnified Person, net of any direct, out-of-pocket expenses (including any increase in insurance premiums (including retro-premium adjustments)) reasonably incurred by such Indemnitee (or its Affiliates) Indemnified Person in collecting such amount. The Indemnified Person shall seek full recovery and use reasonable commercial efforts to collect any amounts available under such insurance coverage or from such other Person alleged to have responsibility therefor, to the same extent such Indemnified Person would if such Damages were not subject to indemnification hereunder. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Damages. (b) Neither Notwithstanding any other provision of this Agreement to the Members nor Parent contrary, the Seller shall not be liable under Section 12.02 this Article 11 for any: (i) Damages relating to any Damages (x) matter to the extent that (A) there is included in the Interim Balance Sheet a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or matter; (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined Indemnified Person shall have otherwise been compensated for such matter pursuant to Section 2.14to, or (y) to the extent such Damages are otherwise Damage was taken into account in the calculations under, any other provision of this Agreement, so as to avoid duplication or “double counting” of the amount same Damage; (ii) Damages that are for consequential, indirect, incidental or punitive damages; or (iii) Damages based upon any multiplier of the Final Adjusted Purchase Priceprofits, earnings, or cash flow, including, without limitation, earnings before interest, tax, depreciation or amortization or any other valuation metric. (c) For the avoidance of doubtThe Indemnified Persons shall take, subject and shall cause their respective Affiliates to take, all reasonable steps to mitigate and otherwise minimize their Damages to the determination of De Minimis Breaches set forth in Section 12.03, the amount maximum extent reasonably possible upon and after becoming aware of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise event which would reasonably be expected to give rise to any Damages. (d) If any Indemnified Person receives any payment from an Indemnifying Person in respect of any Damages incurred by Holdings and the Indemnified Person could have recovered all or a part of such Damages from a Third Party based on the underlying claim asserted against the Indemnifying Person, the Indemnified Person shall assign such of its Subsidiaries shall be deemed for all purposes herein, rights to proceed against such Third Party as are necessary to permit the extent that any Parent Indemnitee is entitled Indemnifying Person to indemnification in accordance with this Article 12, to be recover from such Third Party the proportionate amount of such Damages sustained by indemnification payment. (e) The Buyer, the Subs, the subsidiaries of the Subs and their respective successors and permitted assigns, hereby waive any Acquired Entities right to seek contribution or other recovery from any officer, director, equityholder or employee (present or former) of the Seller, or any officer, director or employee (present or former) of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined any Sub or any subsidiary of any Sub that any of them may now or in the A&R Holdings LLC Agreement)) as of immediately following future have under any Environmental Law. The Buyer, the consummation Subs, the subsidiaries of the ClosingSubs and their respective successors and permitted assigns hereby release all officers, directors, equityholders and employees (present or former) of the Seller, and all officers, directors or employees (present or former) of the Subs and the subsidiaries of the Subs from any and all such claims, demands and causes of action that any of them may now or in the future have under such Environmental Laws.

Calculation of Damages. (a) No Indemnitee In calculating the amount of the Damages to any Indemnified Party under Sections 9.2(a) and 9.2(b), the amount of Damages will be net of (i) any amounts recovered by the Indemnified Party from any third party (including insurance proceeds) as a result of the facts or circumstances giving rise to the Damages and (ii) any Tax benefits or Tax losses, in each case net of Tax costs that are actually realized by the Indemnified Party as a result of the incurrence of Damages from which indemnification is sought (such amounts referred to in clauses (i) or (ii), a “Reimbursement”). The Indemnified Parties shall be required use commercially reasonable efforts to mitigate pursue payment under or from any Damages for insurer or third-party (other than Seller and its Affiliates after the Closing) from which such Indemnitee seeks indemnification under this Agreement. The amount Indemnified Party is entitled to payment or indemnity in respect of such Damages prior to pursuing payment from any Indemnifying Party or the Escrow Fund, and, without limiting the foregoing, the Purchaser Indemnified Parties shall pursue payment in respect of any Damages payable under Section 12.02 shall be net from the Escrow Fund in accordance with the terms of any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or Escrow Agreement prior to pursuing payment from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments)Seller; provided that Purchaser Indemnified Parties may submit a claim against the Indemnitee shall have no obligation to pursue or continue Seller and the pursuit Escrow Fund pending resolution of any such recoveryclaim against any insurer or third party, and the Escrow Fund shall not be released until all such claims have been resolved. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages Reimbursement is obtained subsequent to receipt payment to an Indemnified Party in respect of funds from the Indemnitorsany Damages, then such Indemnitee Reimbursement shall be promptly reimburse paid over to the Indemnitors for any funds delivered or expense incurred by Escrow Agent (to the Indemnitors extent that (a) amounts have been paid to Purchaser Indemnified Parties out of the Escrow Amount and (b) it is prior to the expiration of the escrow in connection accordance with the delivery of such funds up Escrow Agreement) or to the amount received by the Indemnitee, net of Indemnifying Party (in any expenses (including any increase in insurance premiums (including retro-premium adjustmentsother circumstance)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) Any indemnity payment made pursuant to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect provisions of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries this Article 9 shall be deemed for all purposes hereinto be and treated, to the extent that any Parent Indemnitee is entitled permitted by Law, as an adjustment to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingPurchase Price for all purposes.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable for which indemnification is provided under Section 12.02 this Article IX shall be net of any amounts actually recovered by the Indemnitee such Indemnified Party under applicable insurance policies or other Contracts collateral sources with respect to such Damages in excess of the sum of (i) reasonable, out-of-pocket costs and expenses relating to collection under such policies or from any other Person collateral sources, and (net of any applicable ii) the deductible or increase in insurance premiums (including retro-premium adjustments); provided that associated therewith to the Indemnitee extent actually paid. The Indemnified Parties shall have no obligation use their commercially reasonable efforts to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from collateral sources (which efforts shall not require the initiation of litigation) but such pursuit shall not be a precondition to indemnification or be grounds for the delay of any indemnification payment, and in the event the Indemnified Parties receive any recovery in excess of their unreimbursed Damages, the amount of such recovery shall be applied first, to refund any payments made by the Indemnifying Parties in respect of indemnification claims pursuant to this Article IX which would not have been so paid had such recovery been obtained prior to such payment, and second, any excess to the Indemnified Parties. If a Buyer Indemnified Party fails to pursue recoveries under any “incurrence” based insurance policies or other Person responsible for any Damages subsequent to receipt of funds from the Indemnitorscollateral sources, then the Parent shall have the right of subrogation to pursue such Indemnitee insurance policies or other collateral sources and may take any reasonable actions necessary to pursue such rights of subrogation in its name or the name of the party from whom subrogation is obtained. Buyer shall promptly reimburse reasonably cooperate, and cause its Representatives (including the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection Acquired Companies) to reasonably cooperate, with the delivery of Parent to pursue any such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountsubrogation claim. (b) Neither the Members nor Parent shall be liable under Section 12.02 for Notwithstanding any Damages (x) provision of this Agreement to the extent that there is contrary, “Damages” shall not include any consequential, incidental, indirect, special, damages based on a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14multiplier, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Pricepunitive damages. (c) For the avoidance of doubt, subject Each Indemnified Party shall use commercially reasonable efforts to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any mitigate Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages and to be incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingit.

Calculation of Damages. (a) No Indemnitee All Damages for which the Buyer Indemnified Parties are otherwise entitled to indemnification under this ARTICLE 9 shall be required reduced by the amount of any insurance proceeds, indemnification payments and other third party recoveries or reimbursement arrangements to mitigate which any Buyer Indemnifying Party or any of their Affiliates (including the Company Group) is entitled to in respect of such Damages. Without limiting the generality of the foregoing, in the event an Indemnified Party is, or is reasonably expected to be, entitled to any insurance proceeds in respect of any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall Indemnified Party is or may be net of any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification pursuant to this ARTICLE 9 under any insurance policy, Contract, or other third-party recovery or reimbursement arrangement, the Indemnified Party shall, and shall cause its Affiliates (including, with respect to Buyer Indemnified Parties, the Company Group) to, concurrent with providing a Notice of Claim in accordance with this Article 12Agreement, to be proceed first by making a claim therefor (or submitting an initial notification of loss in the proportionate amount event the retention has not been met) under such policy and using its commercially reasonable efforts to seek recovery for and obtain proceeds in respect of such Damages sustained (subject to the applicable retention amounts and other terms and conditions under such insurance policy being met). In the event that any such insurance proceeds, indemnity payments or other third-party recoveries are received or realized by any Acquired Entities Buyer Indemnified Party or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined respective Affiliates subsequent to receipt by the Buyer Indemnified Parties of any indemnification payment hereunder in the A&R Holdings LLC Agreement)) as of immediately following the consummation respect of the Closingclaims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by Buyer to the Seller of all or the relevant portion of such indemnification payment.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under for which indemnification is provided pursuant to this Article X (or, in the case of any and all Tax matters, in Section 12.02 7.06(d)) shall be net of (a) any amounts actually recovered by the Indemnitee Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (b) any insurance proceeds actually received as an offset against such Damages (including under applicable the R&W Insurance Policy). The Indemnified Party shall use commercially reasonable efforts to recover any such indemnification or insurance policies or other Contracts or proceeds (including under the R&W Insurance Policy) without regard to whether the Indemnified Party has been indemnified hereunder with respect to such Damages. Without limiting the foregoing, in the event that the R&W Insurance Policy would, in accordance with its terms, reasonably be expected to provide coverage with respect to any Damages for which the Buyer Indemnitees may also be entitled to be indemnified from any other Person Seller pursuant to Section 10.02 (net or, in the case of any applicable deductible or increase and all Tax matters, in insurance premiums Section 7.06(d)), then the Buyer Indemnitees will use commercially reasonable efforts to make, and subsequently seek recovery in respect of, a claim for recovery against the R&W Insurance Policy. In the event that a Buyer Indemnitee obtains recovery of any amount (including retro-premium adjustments); provided that after giving effect to the retention under the R&W Insurance Policy) for a claim under the R&W Insurance Policy for which it has already received indemnification from Seller, such Buyer Indemnitee shall have no obligation to pursue or continue the pursuit promptly, and in any event within two (2) weeks of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up payment pursuant to the R&W Insurance Policy, pay over such amount received by the Indemniteeto Seller, net of less any costs and expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Buyer Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet recovery thereof. Except as otherwise provided in this Article X (solely or, in the case of any and all Tax matters, in Section 7.06(d)), in any case where the Indemnified Party subsequently recovers from third parties, including under the R&W Insurance Policy, any amount in respect of litigation-relateda matter with respect to which an Indemnifying Party has indemnified it pursuant to this Article X (or, bad debt or customer deposit reserves made in accordance with GAAP the case of any and specifically attributed all Tax matters, to Section 7.06(d)), such Indemnified Party shall promptly pay over to the applicable litigation, account receivable or customer deposit that is Indemnifying Party the subject of such indemnification claim under Section 12.02(a)(i)) or amount so recovered (B) in after deducting therefrom the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the full amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubtexpenses incurred by it in procuring such recovery), subject to the determination of De Minimis Breaches set forth but not in Section 12.03, the amount excess of any Damages incurred amount previously so paid by a Parent Indemnitee arising out of, relating to, resulting from, in connection with the Indemnifying Party to or otherwise on behalf of the Indemnified Party in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingmatter.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable for which indemnification is provided under Section 12.02 this Article X shall be calculated net of (i) any net Tax Benefit actually realized by the Indemnified Person on account of such Damages in the taxable year in which such Damages arise and (ii) any amounts recovered by the Indemnified Person under any insurance policies (but in the case of intentional fraud with respect to any Company Representations, Blocker Representations or Blocker Holdings Representations, other than the Representation and Warranty Insurance Policy) and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or payment by or against a third party (including any acquisition agreements of the Company and its Subsidiaries) (collectively, "Alternative Arrangements"), in each case relating to such Damages, net of the costs and expenses incurred in seeking such collection; provided that the amount deemed to be recovered under insurance policies will also be net of the deductible for such policies and any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums the premium (including and retro-premium adjustments); provided that ) for such policies to the Indemnitee shall have no obligation to pursue extent arising out of or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with such Damages. If an indemnification payment is received by any Indemnified Person, and such Indemnified Person later recognizes Tax Benefits described in clause (i) above in respect of the related Damages that were not previously accounted for with respect to such indemnification payment when made, such Indemnified Person shall promptly notify the Indemnifying Party Representative and, no later than ten (10) Business Days after delivery of such funds up notice by the Indemnified Person, pay to the Indemnifying Party Representative an amount received equal to the lesser of (A) any such Tax Benefits not previously accounted for and (B) the actual amount of the indemnification payments previously paid with respect to such Damages. Subject to Section 10.10, the Indemnified Persons shall use commercially reasonable efforts to seek recovery under Alternative Arrangements covering any Damage to the same extent as they would if such Damage were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnified Persons with respect to any Damage for which any such Person has been indemnified hereunder (other than the IndemniteeRepresentation and Warranty Insurance Policy), net then a refund equal to the aggregate amount of any expenses (including any increase the recovery shall be made promptly to the Equityholder Representative, on behalf of the Equityholders, or Purchaser, as applicable. Notwithstanding anything to the contrary in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (this Article X, the parties agree that no amount shall be due under this Article X to the extent that it duplicates another amount already paid or its Affiliates) accounted for under this Article X or in collecting such amountthe calculation of the Final Indebtedness Amount, Final Net Working Capital Amount, Final Transaction Expenses or amounts that would otherwise be included the Cash Amount but were excluded as a result of the limitation contained therein relating to customer deposits. (b) Neither Notwithstanding anything to the Members nor Parent contrary in this Article X, no Indemnified Person shall be liable entitled to indemnification under Section 12.02 this Article X for any Damages consequential, incidental, special (xincluding loss of revenue, income or profits or a multiple thereof or similar valuation) or punitive damages, except to the extent that there is awarded to a specific liability third party by a court of competent jurisdiction in connection with a Third-Party Claim. For purposes of this Article X, each Company Representation, Blocker Representation, Blocker Holdings Representation or reserve relating Purchaser Representation (other than with respect to such matter that is included Section 3.6, clause (Aii) of Section 3.7(a), Section 3.7(b) (in the Group Balance Sheet relation to Section 7.1(a)(iv), (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)xvi) or (B) in xviii)), Section 3.15(a), the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations use of the amount defined term "Material Contract(s)" and in any instances in which materiality or Company Material Adverse Effect qualify any lists of Contracts, Company Plans, Company Permits or other items to be set forth on the Final Adjusted Purchase Price. Disclosure Schedule (c) For but, for the avoidance of doubt, subject not including instances in which materiality or Company Material Adverse Effect qualify any representations or warranties as to the determination delivery of De Minimis Breaches set forth copies of Contracts, Company Plans, Company Permits or other items)) shall be read without regard and without giving effect to any qualifier as to materiality, "Company Material Adverse Effect" or similar qualification of similar import using a derivative of the word "material" contained in Section 12.03such representation (as if such qualification were deleted from such representation), both for purposes of determining the existence of any inaccuracy in or breach of such representation, as well as the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingDamages.

Calculation of Damages. (a) No Indemnitee shall All Damages hereunder will be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall be determined net of any amounts actually recovered (i) Third-Party Awards; (ii) any actual tax savings arising from such Damages, in each case, to the extent realized by the applicable Buyer Indemnitee under or Seller Indemnitee; and (iii) any amount that specifically pertains to such Damages to the extent such amount is reflected in the calculation of Final Working Capital Value. With respect to any indemnification claim with respect to Damages some portion or all of which the applicable insurance policies Buyer Indemnitee or other Contracts Seller Indemnitee may reasonably be entitled to recover pursuant to a Third-Party Award, such Buyer Indemnitee or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that Seller Indemnitee, as the Indemnitee shall have no obligation case may be, will use commercially reasonable efforts to pursue and recover such Third-Party Award; provided, that nothing herein shall require any indemnified party to seek, obtain or continue maintain any policy of insurance or shall require any Buyer Indemnitee to pursue an Action against a customer or supplier of the pursuit Business or against any employee, officer or director of any such recovery. If Buyer or the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountTarget Companies. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-relatedNO PARTY SHALL HAVE ANY LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY PUNITIVE, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigationINCIDENTAL, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working CapitalCONSEQUENTIAL, in each caseSPECIAL OR INDIRECT DAMAGES, as finally determined pursuant to Section 2.14INCLUDING BUSINESS INTERRUPTION, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase PriceDIMINUTION OF VALUE, LOSS OF FUTURE REVENUE, PROFITS OR INCOME, OR LOSS OR BUSINESS REPUTATION OR OPPORTUNITY RELATING TO THE BREACH OR ALLEGED BREACH OF THIS AGREEMENT. THE RESTRICTION SET FORTH IN THE FOREGOING SENTENCE DOES NOT APPLY, HOWEVER, TO A THIRD PARTY CLAIM THAT INCLUDES SUCH DAMAGES. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closing.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall for which indemnification is provided to any party pursuant to this Article IX will be calculated giving effect to (net of of) (i) any amounts actually recovered by the Indemnitee indemnified party with respect to such Damages under applicable any insurance policies or other Contracts of the Companies (and, with respect to claims for indemnification made by Buyer, Buyer agrees to use commercially reasonable efforts to inquire as to whether any such insurance policies provide coverage for the claim at issue and, if so, to use commercially reasonable efforts to seek recovery thereunder) or from any other Person third-party; (ii) any amounts specifically accrued or reserved for as a current liability or as a deduction from a current asset on the Balance Sheets with respect to such Damages; and (iii) the amount of any Tax benefits actually received (net of any applicable deductible Tax detriment suffered) by the indemnified party or increase in insurance premiums its Affiliates (including retro-premium adjustmentseach a “Loss Reduction Amount”); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of an indemnified party at any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, time subsequent to the extent that any Parent Indemnitee is entitled making of a payment by an indemnifying party pursuant to indemnification in accordance with this Article 12IX is reduced by a Loss Reduction Amount, to be the proportionate amount of such Loss Reduction Amount (less any costs, expenses or premiums incurred in connection therewith) will promptly be repaid by the indemnified party to the indemnifying party. Sellers hereby waive any and every claim for recovery from Buyer for any and all Damages sustained which Buyer recovers as a Loss Reduction Amount. Sellers agree that the waiver hereunder will preclude the assignment of any such claim by any Acquired Entities subrogation (or otherwise) to an insurance company (or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreementother Person)) as of immediately following the consummation of the Closing.

Calculation of Damages. (a) No Indemnitee With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be required reduced by any net Tax benefit (A) actually realized by the Indemnified Party or Indemnified Tax Party as a result of the incurrence or payment of the Losses or Indemnified Taxes giving rise to mitigate any Damages for such obligation,\ and (B) used by such Indemnified Party or Indemnified Tax Party to actually reduce the amount of Taxes otherwise payable (or increase the amount of Tax refunds received) by it in the taxable period in which such Indemnitee seeks indemnification under this Agreement. The amount obligation is paid, any of the previous taxable periods or any Damages payable under Section 12.02 of the succeeding taxable periods, (ii) all Losses shall be net of any amounts actually that have been recovered by the Indemnitee under applicable Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policies policy or other Contracts cash receipts or from sources of reimbursement in respect of such Loss (provided, however, that nothing herein shall obligate any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation Indemnified Party to pursue or continue the pursuit seek recovery of any such recoveryinsurance proceeds (other than under the R&W Insurance Policy) or pursue any such third party recoveries, other than in respect of the obligations set forth in Section 11.6(a)), (iii) all Losses will be determined after deducting therefrom the amount of any reserve with respect to such matter on the Seller Disclosure Schedules, the Buyer Disclosure Schedules or the final Price Adjustment Statement and (iv) Seller shall not be liable for any Losses to the extent that such Losses suffered by any Buyer Indemnitee (A) result from any act or omission by such Buyer Indemnitee, (B) result from the failure of such Buyer Indemnitee to take reasonable action to mitigate such Losses, (C) are taken into account in the calculation of Net Working Capital, (D) result from the operation of the Transferred Companies or the Business, or any event or occurrence, after the Closing or (E) are caused by or result from any action (1) that Seller is required, permitted or requested to take pursuant to Section 7.2 (including pursuant to the consent of Buyer) or (2) for which Buyer has provided its consent (including pursuant to Section 7.2) or (3) that Seller having sought Buyer’s consent pursuant to Section 7.2, did not take as a result of Buyer having unreasonably withheld, conditioned or delayed the requested consent. In computing the amount of any such Tax benefit, each Indemnified Party and Indemnified Tax Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of any indemnified Loss or Indemnified Taxes, and, for the avoidance of doubt, the Tax benefit shall be determined based upon the applicable Tax Returns with and without the effect of such indemnified Loss or Indemnified Taxes and related indemnification payment. If at the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred time an indemnification payment is due a Tax benefit has not actually been realized by the Indemnitors in connection with Indemnified Party or Indemnified Tax Party (as applicable), the delivery indemnification payment shall be computed and paid without such Tax benefit and the Indemnified Party or Indemnified Tax Party (as applicable) shall pay to the Indemnifying Party the amount of such funds up to the amount received by the Indemnitee, net of any expenses Tax benefit as actually realized within five (including any increase in insurance premiums (including retro-premium adjustments)5) incurred by Business Days after such Indemnitee (or its Affiliates) in collecting such amountrealization. (b) Neither the Members nor Parent shall be liable under Section 12.02 for If any Damages Buyer Indemnitee is at any time entitled (xwhether by reason of a contractual right, a right to take or bring a Proceeding, availability of insurance, or a right to require a payment discount or otherwise) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the recover from another Person any amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages matter giving rise to a Loss (whether before or after Seller has made a payment to any Buyer Indemnitee hereunder and in respect thereof), Buyer shall (and shall cause its applicable Affiliates (including the Transferred Companies) and Representatives to) (a) promptly notify Seller and provide such information as Seller may require relating to such right of recovery and the steps taken or to be taken by Buyer in connection therewith, (b) if so required by Seller (subject to Buyer being indemnified to its reasonable satisfaction by Seller against all reasonable out-of-pocket costs and expenses incurred by Holdings Buyer in respect thereof) and before being entitled to recover any amount from Seller under this Agreement, first take all steps (whether by making a claim against its insurers, commencement of a Proceeding or its Subsidiaries otherwise) as Seller may reasonably require to pursue such recovery and (c) keep Seller fully informed of the progress of any action taken in respect thereof. Thereafter, any claim against Seller shall be deemed limited (in addition to the other limitations on Seller’s liability referred to in this Agreement) to the amount by which the Losses suffered by Buyer Indemnitee exceed the amounts so recovered by the Buyer Indemnitee or any such Affiliate. If an indemnification payment is received by an Indemnified Party from an Indemnifying Party, and such Indemnified Party later receives insurance proceeds (other than proceeds received under the R&W Insurance Policy) or other third-party recoveries in respect of the related Losses, the Indemnified Party shall promptly pay to the Indemnifying Party a sum equal to the lesser of (a) the actual amount of such insurance proceeds or other third-party recoveries, less any costs or expenses incurred by the Indemnified Party in connection with securing or obtaining such amount from the third party and increase in future premiums as a result of such claim, or (b) the actual amount of the indemnification payment previously paid by the Indemnifying Party with respect to such Losses. If an Indemnifying Party makes any payment for all purposes hereinany Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article XI, such Indemnifying Party shall be subrogated, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12of such payment, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation all rights and remedies of the ClosingIndemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The 7.6.1 In calculating the amount of any Damages payable claimed by the Purchasers under Section 12.02 7.4.1, there shall be net deducted: (i) the amount of any amounts actually recovered by the Indemnitee under applicable insurance policies indemnification or other Contracts recoveries (including insurance proceeds) payable to the Purchasers or from any other Person of the Companies by any third party with respect to such Damages payment of which is not disputed by such third party, (net ii) the amount of any applicable deductible reserve or increase provision included in insurance premiums the Final Closing Balance Sheet for Damages to which such Claim relates, and (iii) the amount of any corresponding Tax savings or benefit (including retroany Tax reduction, credit, or loss carry-premium adjustments); provided that back or carry-forward) (a "Tax Benefit") which is or will be available to the Indemnitee shall have no obligation to pursue Purchasers or continue any of the pursuit Companies in respect of any such recovery. If taxable period. 7.6.2 For purposes of computing the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for amount of any Damages subsequent which an Indemnifying Party may be required to receipt pay hereunder, only the Damages actually sustained by CGG, the Purchasers or the relevant Company shall be taken into account, to the exclusion of funds from any price/earnings or similar multiplier implicit in the Indemnitors, then such Indemnitee shall promptly reimburse Purchase Price. 7.6.3 If at the Indemnitors for time that a Claim is made by a Purchaser or a payment is required to be made by CGG in respect of any funds delivered Damages suffered or expense incurred by the Indemnitors in connection with Companies, the delivery of such funds up to availability or the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither corresponding Tax Benefit cannot be determined with reasonable certainty, the Members nor Parent potential Tax Benefit shall not then be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations computation of the amount of Damages payable by CGG and any required payment shall not be delayed. Thereafter, the Final Adjusted Purchase PricePurchasers shall cause the Companies to notify CGG with reasonable promptness whenever a Tax Benefit is claimed by or on behalf of the Companies (or their tax group) or its availability becomes reasonably certain as a result of the Damages suffered or incurred by the Companies relating to such Claim, which notice shall indicate the amount of such Tax Benefit. CGG shall also have the right, at any time after a Claim is made in respect of which the availability of the Tax Benefit of the corresponding Damages cannot be determined with reasonable certainty, to require that its auditors be given reasonable access to the relevant accounting and tax records of the Companies to determine the availability and amount of any such Tax Benefit. (c) For 7.6.4 In the avoidance event that the amount of doubtany deduction referred to in this Section 7.6 is determined only after payment by CGG of the amount otherwise required pursuant to this Article VII, subject Paradigm shall repay to CGG promptly after such determination any such payments that CGG would not have had to make pursuant to this Article VII had such determination been made at or prior to the determination time of De Minimis Breaches such payment. 7.6.5 In calculating the amount of Damages claimed by CGG under Section 7.4.2, there shall be deducted therefrom the amount of any Tax Benefit which is or will be available to CGG in respect of any taxable period (following the same principles and procedures set forth in Section 12.037.6.3 as if CGG were the Purchaser and the Purchaser were CGG), provided that the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise payment made in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, the corresponding Claim is not taxable to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingCGG.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable for which indemnification is provided under Section 12.02 7.02 or Section 7.03 shall be net of (i) any amounts actually recovered by the Indemnitee under applicable Indemnified Party pursuant to any indemnification by or indemnification Contract with any third party in reimbursement of such Damages and (ii) any insurance policies proceeds actually received as an offset against such Damages, in each case less any costs, expenses, deductibles, premiums, future premium increases, or other Contracts Taxes incurred in connection therewith. Nothing in this Section 7.07(a) shall be deemed to (x) require an Indemnified Party to proceed or seek action or recovery from any other Person third party as a requirement hereunder or as a condition to seeking or recovering indemnification from any Indemnifying Party hereunder or (net y) be construed or interpreted as a guaranty of any applicable deductible level or increase in amount of insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation recovery with respect to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent hereunder or as a requirement to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors obtain or maintain any insurance or to make any claim for insurance as a condition to any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountindemnification hereunder. (b) Neither Each of the Members nor Parent representations and warranties that contains any “Material Adverse Effect,” “material”, or similar materiality qualifications shall be liable under Section 12.02 read as though such qualifications were 65 not contained therein for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect purposes of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of determining the amount of the Final Adjusted Purchase PriceDamages to which such Indemnified Party may be entitled under this Article VII in connection with any breach of any representation or warranty, but not for purposes of determining whether such breach has occurred. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03In calculating Damages, the amount of any indemnified Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect shall be determined without duplication of any Damages incurred by Holdings amounts resulting in a dollar-for-dollar reduction in the Closing Date Payment pursuant to Section 2.04(c). (d) Parent, Buyer, the Company Entities, and Seller shall each take and shall each cause their respective Affiliates to take commercially reasonable steps (but without the obligation to make any payment or its Subsidiaries shall be deemed for all purposes hereinincur any monetary or other obligation) to mitigate any Damages, to the extent that required by Law, for which any Parent Buyer Indemnitee is or any Seller Indemnitee could be entitled to indemnification in accordance with under this Article 12, to be the proportionate amount VII upon becoming aware of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingDamages.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee under applicable insurance policies Indemnified Party or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts its Affiliates under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages subsequent to receipt of funds from the IndemnitorsDamages, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered payment made or out-of-pocket expense incurred by the Indemnitors such Indemnifying Party in connection with the delivery of providing such funds indemnification payment up to the amount received by the IndemniteeIndemnified Party, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) Indemnified Party in collecting such amount. (b) Neither the Members nor Parent The Indemnifying Party shall not be liable under Section 12.02 for any Damages (x) relating to any matter to the extent that (A) there is included in the Final Closing Statement a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined Indemnified Party had otherwise been compensated for such matter pursuant to the Purchase Price adjustment under Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price2.10 . (c) For Each Indemnified Party will use reasonable best efforts to mitigate in accordance with Applicable Law any Damages for which such Indemnified Party seeks indemnification under this Agreement. Each Indemnified Party and its Affiliates shall use reasonable best efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 12.02. If such Indemnified Party collects any insurance proceeds relating to the circumstances giving rise to such Damages after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of such Damages, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of such insurance proceeds to the Indemnified Party (less the Indemnified Party’s reasonable costs of pursuing insurance coverage) as promptly as reasonably practicable (and in any event no later than twenty (20) Business Days) after such insurance proceeds are received. Any indemnification payment made pursuant to this Agreement (for the avoidance of doubt, subject including any indemnification payment made pursuant to Section 8.07) shall be treated by Buyer and Seller as an adjustment to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed Purchase Price for all Tax purposes herein, to the fullest extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained permitted by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingApplicable Law.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts or from any other Person (net of any costs or expenses incurred in the collection thereof, including deductibles, and applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee . Subject to Section 12.06(b), no Parent Indemnified Party shall have no obligation be required to pursue or continue the pursuit of seek recovery under any such recoveryinsurance policy. If the Indemnitee The Parent Indemnified Parties shall reasonably promptly refund any amount it actually receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, (net of any costs or expenses (incurred in the collection thereof) from insurance, including any increase in insurance premiums (including retro-premium adjustments)) incurred amount recovered by Parent under the R&W Insurance Policy, to the extent it or Parent actually receives such Indemnitee (or its Affiliates) in collecting such amountamount after payment by an Indemnifying Party. (b) Neither For so long as the Members nor remaining limit of liability under the R&W Insurance Policy (taking into account pending claims) is [***] prior to seeking recovery under Section 12.02(a)(i) or Section 12.02(a)(v) in respect of any Milestone Set-Off or Indemnity Holdback Shares, Parent shall be liable first use commercially reasonable efforts to seek recovery under Section 12.02 for any Damages the R&W Insurance Policy (x) but only to the extent the underlying claim is covered thereby) and the insurer under the R&W Insurance Policy shall have provided Parent a final written notice that there is a specific liability the claim will not be paid; provided, however no Parent Indemnified Party will be required to commence any litigation or reserve relating to such matter that is included (A) in action against the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to insurer under the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) R&W Insurance Policy. For the avoidance of doubt, subject to the determination foregoing order of De Minimis Breaches set forth in recovery, Parent shall be entitled to make a claim under both the R&W Insurance Policy and Section 12.0312.02(a)(i) and/or Section 12.02(a)(v), the amount of and any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries such claim made under Section 12.02(a)(i) and/or Section 12.02(a)(v) shall be deemed to be pending for all purposes hereinof Section 12.10. In the event of a claim under both the R&W Insurance Policy and Section 12.02(a), the claims procedures under the R&W Insurance Policy (including with respect to the control of any such claim) shall control. (c) The Indemnifying Party shall not be liable under Section 12.02 (i) for any Damages relating to any matter to the extent that the Indemnified Party has recovered such Damages pursuant to Section 2.09 and/or (ii) to the extent such matter was otherwise included in any Parent Indemnitee is Final Amount that was a deduction for purposes of calculating the Final Adjustment Amount. (d) No Indemnified Party shall be entitled to any duplicative recovery for any Damages, and any Damages for indemnification in accordance with under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Damages constituting a breach of more than one representation, warranty, covenant or agreement. (e) Seller and each Equityholder hereby agrees that (i) the availability of indemnification of the Parent Indemnified Parties under this Article 1212 shall be determined without regard to any right to indemnification, to be the proportionate amount of advancement, contribution or reimbursement that Seller or such Damages sustained by Equityholder may have from any Acquired Entities Company (whether such rights may arise from or pursuant to Applicable Law, Contract, the Governing Documents of any Acquired Company or otherwise), and (ii) neither Seller nor such Equityholder shall be entitled to any indemnification, advancement, contribution or reimbursement from Parent or any Acquired Company or any of their Subsidiaries respective Affiliates for amounts for which such Person is (i.e.or would be) responsible to indemnify any Parent Indemnified Party under this Article 12 (determined without regard to any thresholds, based on Parent’s Percentage Share deductibles, caps, survival periods or other limitations). (as defined in f) Notwithstanding anything to the A&R Holdings LLC Agreement)) as of immediately following the consummation contrary contained herein, no Indemnified Party shall be entitled to make a claim for indemnification for, and none of the Final Amounts shall include, any of the following: (i) Taxes of the Acquired Companies relating to a Pre-Closing Tax Period that arise because of an election, if any, made pursuant to Section 336 or 338 of the Code (or any similar provision of any Tax Law) with respect to the Mergers; (ii) Taxes resulting from any action outside the ordinary course of business taken by the Acquired Companies on the Closing Date after the Closing; (iii) Transfer Taxes borne by Parent pursuant to Section 8.01(a) or (iv) Taxes with respect to any Tax period (or portion thereof) beginning after the Closing Date (other than Taxes resulting from breach of Section 4.10(d), Section 4.10(f), or Section 4.10(o)).

Calculation of Damages. (ai) No Indemnitee To the extent that any claim for indemnification for Damages under this Article V is covered by insurance held by the Indemnified Person, such Indemnified Person shall use its commercially reasonable efforts to seek recovery from the applicable insurer, provided that the Indemnifying Party agrees to reimburse the Indemnified Person for any reasonable out-of-pocket costs incurred by the Indemnified Person in connection with such recovery. Further, to the extent that any claim for indemnification for Damages under this Article V is covered by insurance held by the Indemnified Person, such Indemnified Person shall be entitled to indemnification pursuant to this Article V only with respect to the amount of the Damages that are in excess of (x) the cash proceeds received by such Indemnified Person pursuant to such insurance, minus (y) any costs of collecting such proceeds and any increased insurance costs related thereto (such increased insurance costs to include but not be limited to self-insured retention amounts, retrospective premium adjustments, increases in future premiums, indemnification obligations, and all other costs or detriments experienced by the Indemnified Person as a direct result of the claim or Damages). If such Indemnified Person receives such net cash insurance proceeds prior to the time such claim is paid, then the amount payable by the Indemnifying Party pursuant to such claim shall be reduced by the amount of such proceeds. If such Indemnified Person receives such net cash insurance proceeds after such claim has been paid, then upon the receipt by the Indemnified Person of any net cash proceeds pursuant to such insurance up to the amount of Damages incurred by such Indemnified Person with respect to such claim, such Indemnified Person shall promptly repay any portion of such amount which was previously paid by the Indemnifying Party to such Indemnified Person in satisfaction of such claim. (ii) Any calculation of Damages for purposes of this Article V shall be reduced to take account of any Tax benefit (including, but not limited to, any Tax refund or credit but net of the Tax cost or detriment, if any, including but not limited to a reduction in basis of assets, reduction in net book value, loss of depreciation or amortization or similar deductions, or increase in gain upon a sale as a result of a reduction in or reallocation of the purchase price) actually realized by the Indemnified Person as a result of any such Damages. Any payment hereunder shall initially be made without regard to this Section 5.6(e)(ii) and shall be reduced to reflect any such net Tax benefit only after the Indemnified Person has actually realized such benefit. If such Indemnified Person actually realizes such net Tax benefit after such claim has been paid, then upon the actual realization by the Indemnified Person of such net Tax benefit up to the amount of Damages incurred by such Indemnified Person with respect to such claim, such Indemnified Person shall promptly repay any portion of such amount which was previously paid by the Indemnifying Party to such Indemnified Person in satisfaction of such claim. For purposes of this Section 5.6(e)(ii), the Indemnified Person shall be deemed to have "actually realized" a net Tax benefit to the extent that, and at such time as, the amount of Taxes required to mitigate any Damages be paid by the Indemnified Person is reduced below the amount of Taxes that it would have been required to pay but for which deductibility of such Indemnitee seeks indemnification under this AgreementDamages. The amount of any Damages payable under Section 12.02 reduction hereunder shall be net adjusted to reflect any final determination with respect to the Indemnified Person's liability for Taxes. (iii) Any calculation of Damages for purposes of this Article V shall be reduced to take account of any amounts actually recovered by the Indemnitee Indemnified Person pursuant to any indemnification by or under applicable insurance policies or other Contracts or from any other Person indemnification agreements with any third party (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustmentscosts incurred to obtain such recovered amounts); provided that . If such Indemnified Person receives such net recovery prior to the Indemnitee time such claim is paid, then the amount payable by the Indemnifying Party pursuant to such claim shall have no obligation to pursue or continue be reduced by the pursuit amount of any such net recovery. If the Indemnitee such Indemnified Person receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitorssuch net recovery after such claim has been paid, then such Indemnitee shall promptly reimburse upon the Indemnitors for any funds delivered or expense incurred receipt by the Indemnitors in connection with the delivery Indemnified Person of such funds any net recovery up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) Damages incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating Indemnified Person with respect to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-relatedclaim, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject such Indemnified Person shall promptly repay any portion of such indemnification claim under Section 12.02(a)(i)) or (B) amount which was previously paid by the Indemnifying Party to such Indemnified Person in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount satisfaction of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingclaim.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 8.2 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase expenses incurred in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any securing such recovery). If the Indemnitee Indemnified Party receives any amounts under applicable insurance policies policies, or from any other Person responsible for any Damages in respect of such Damages, subsequent to receipt of funds from an indemnification payment by the IndemnitorsIndemnifying Party, then such Indemnitee Indemnified Party shall promptly reimburse the Indemnitors Indemnifying Party for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds indemnification payment up to the amount received by the IndemniteeIndemnified Party from such other source, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) Indemnified Party in collecting such amount. (b) Neither the Members nor Parent No party shall be liable under Section 12.02 this Agreement for any Damages consequential, special, exemplary, treble, incidental, indirect or punitive Damages, lost profits, or diminution of value or similar items (x) except to the extent that there is actually awarded by a specific liability or reserve relating Governmental Entity to such matter that is included (A) a third Person in the Group Balance Sheet (solely in respect of litigationconnection with a Third-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(iParty Claim)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject Each Indemnified Party shall use commercially reasonable efforts to mitigate Damages hereunder and to collect any amounts available under insurance coverage or from third parties for any Damages payable under Section 8.2. (d) Notwithstanding any provision hereof to the determination contrary, each Seller acknowledges and agrees that its Withholding Note shall provide that the principal amount thereof shall serve to assure the indemnification obligations of De Minimis Breaches set forth such Seller (and only such Seller, and not any other Seller) pursuant to this Article VIII. Parent and Merger Sub acknowledge and agree that the indemnification obligations of Sellers pursuant to this Article VIII, and the amount of any Damages payable to the Parent Indemnified Parties pursuant to Section 8.2, shall be satisfied solely from and in Section 12.03accordance with the Withholding Notes (pro rata in accordance with each Seller’s respective Seller Reserve Percentages). (e) In determining the amount of any Damages for which the Indemnified Parties are entitled to assert a claim for indemnification hereunder, the amount of any such Damages incurred will be determined after deducting therefrom the amount of any Tax benefit actually realized by the Indemnified Party in cash or a Parent Indemnitee arising out of, relating to, resulting fromreduction of Taxes otherwise payable, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount each case as a result of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingDamages.

Calculation of Damages. Each Party will be entitled to damages as defined under Section 9.5(a) and 9.5(b) as well as other rights and remedies available at law or in equity, except as may be provided otherwise in this Agreement, upon the default or other failure to perform of the other Party. Without limiting the generality of any of the foregoing provisions of this Article 9, the Parties will be entitled to receive the specific monetary damages set forth in this Section 9.5. to damages as defined under Section 9.5(a) and 9.5(b) as well as other rights and damages that may be awarded. (a) No Indemnitee shall be required If Lansing fails to mitigate pay for Ethanol delivered to it at the Delivery Point, Lansing will pay to Ethanol Producer the positive difference, if any, between (i) the amounts that Lansing would have paid Ethanol Producer had Lansing performed, and (ii) the amounts (if any) that Ethanol Producer, acting in a commercially reasonable manner, actually receives for the sale of the same Ethanol equivalent at or in reasonable proximity to the Delivery Point (including any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall be net of any amounts actually recovered by the Indemnitee under applicable insurance policies extra transportation, transactional or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided costs reasonably incurred and that the Indemnitee shall have no obligation can be documented by Ethanol Producer to pursue or continue the pursuit of any sell such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds Ethanol from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors Delivery Point in connection with any such sale), or at Ethanol Producer’s option, the delivery applicable market price if a sale of such funds up the same or equivalent Ethanol at or in reasonable proximity to the amount received by Delivery Point had taken place. Lansing assumes all financial risk involved in the Indemniteepayment for Ethanol merchandised on Sale Contracts through this Agreement, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amountcollection risks from buyers of Ethanol. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages If Ethanol Producer fails to deliver Ethanol on Sale Contracts as this Agreement specifies to Lansing by: (xi) abandoning its firm obligation to supply Ethanol to the extent that there is a specific liability Delivery Point in accordance with this Agreement, or reserve relating (ii) otherwise breaching or failing to such matter that is included perform this Agreement, Ethanol Producer will pay to Lansing the positive difference, if any, between (A) the amounts that Lansing, acting in a commercially reasonable manner, pays for the Group Balance Sheet (solely purchase of the same or equivalent Ethanol at or in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed reasonable proximity to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or Delivery Point (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount net of any Damages extra transportation, transactional or other costs reasonably incurred by a Parent Indemnitee arising out of, relating to, resulting fromLansing, in connection with any such purchase), or, at Lansing’s option, the applicable market price if a purchase of the same or otherwise equivalent Ethanol at or in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, reasonable proximity to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12Delivery Point had taken place, to be and (B) the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based amounts Lansing would have paid Ethanol Producer for the Ethanol on Parent’s Percentage Share (as defined in Sale Contracts for the A&R Holdings LLC Agreement)) as of immediately following the consummation of the ClosingFacility if Ethanol Producer had performed.

Calculation of Damages. (a) No The Stockholder Indemnitors shall not be liable under this Article 5 for any Damages relating to any matter to the extent that there is included a specific Liability or reserve relating to such matter in the Unaudited Interim Balance Sheet; provided, that the Stockholder Indemnitors shall be liable for any Damages in excess of the amount stated in the Unaudited Interim Balance Sheet. Parent shall not be liable under this Article 5 for any Damages relating to any matter to the extent that there is a specific Liability or reserve relating to such matter included in the Parent Financial Statements; provided, that Parent shall be liable for any Damages in excess of the amount stated in the Parent Financial Statements. The Indemnitee shall be required use commercially reasonable efforts to mitigate collect any amounts subject to indemnification pursuant to this Article 5 under applicable insurance policies covering such Damages for which or from such Indemnitee seeks indemnification under this Agreement. The other Person alleged to have responsibility therefor, if any, and the amount of any Damages payable under Section 12.02 this Article 5 by an Indemnitor shall be net of reduced by any amounts actually recovered by the Indemnitee under applicable such insurance policies or other Contracts or from any such other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation alleged to pursue or continue the pursuit of any such recoverybe responsible. If the an Indemnitee receives any amounts under applicable insurance policies policies, or from any other Person alleged to be responsible for any Damages Damages, subsequent to receipt of funds from the Indemnitorsan indemnification payment hereunder, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered payment made or expense incurred by the Indemnitors such Indemnitor in connection with the delivery of providing such funds up to indemnification payment in the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) reasonably incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither . If the Members nor Parent shall be liable under Section 12.02 for Indemnitee receives any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise payment from an Indemnitor in respect of any Damages incurred by Holdings Losses and the Indemnitee could have recovered all or a part of such Losses from a third party based on the underlying claim asserted against the Indemnitor, the Indemnitee shall assign such of its Subsidiaries shall be deemed for all purposes hereinrights to proceed against such third party as are necessary to permit the Stockholders’ Agent, if the Indemnitee is a Parent Indemnitee, or Parent, if the Indemnitee is a Stockholder Indemnitee, to recover from such third party the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingindemnification payment.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable for which indemnification is provided under Section 12.02 this Article IX shall be calculated net of (i) any net Tax Benefit directly and actually recognized by the Indemnified Person (including, but only to the extent the Damages claimed relate to an indirect loss or harm suffered by the Indemnified Person as a result of an ownership interest in Blocker, CABO's share of any Tax Benefit realized by Blocker) on account of such Damages in the taxable year in which the Damages arises and (ii) any amounts actually recovered by the Indemnitee Indemnified Person under applicable any insurance policies and any amounts recovered pursuant to any indemnification right, claim, recovery, settlement, reimbursement arrangement, contract or other Contracts payment by or from against a third party (including any other Person acquisition agreements of the Company and its Subsidiaries) (collectively, "Alternative Arrangements"), in each case relating to such Damages, net of any applicable deductible the costs, expenses or increase Taxes incurred in insurance premiums seeking such collection. If an indemnification obligation has been satisfied in favor of an Indemnified Person pursuant to Section 9.3 and such Indemnified Person later recognizes Tax Benefits described in clause (including retro-premium adjustments); provided that i) above (including, but only to the Indemnitee shall have no obligation extent the Damages claimed relate to pursue an indirect loss or continue harm suffered by the pursuit Indemnified Person as a result of an ownership interest in Blocker, CABO's share of any Tax Benefit realized by Blocker) in respect of the related Damages that were not previously accounted for with respect to such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other indemnification when satisfied, such Indemnified Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse notify the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the Indemnifying Party Representative and, no later than ten (10) Business Days after delivery of such funds up notice by the Indemnified Person, pay to the amount received by Indemnifying Party Representative (or the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred accounts designated by such Indemnitee Indemnifying Party Representative) an amount equal to the lesser of (A) any such Tax Benefits not previously accounted for and (B) the actual amount of the indemnification benefit previously received with respect to such Damages. The Indemnified Persons shall use commercially reasonable efforts to seek recovery under Alternative Arrangements covering any Damage to the same extent as they would if such Damage were not subject to indemnification hereunder. In the event that an insurance or its Affiliates) other recovery is made by any Indemnified Persons with respect to any Damage for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to CABO or the Company, as applicable. Notwithstanding anything to the contrary in collecting such amountthis Article IX, the parties agree that no amount shall be due under this Article IX to the extent that it duplicates another amount already paid or accounted for under this Article IX. (b) Neither Notwithstanding anything to the Members nor Parent contrary in this Article IX, no Indemnified Person shall be liable entitled to indemnification under Section 12.02 this Article IX for any Damages (x) punitive damages, except to the extent that there is awarded to a specific liability third party by a court of competent jurisdiction in connection with a Third-Party Claim. For purposes of this Article IX, each Surviving Representation (other than with respect to Section 2.6(a), clause (ii) of Section 2.7(a), Section 2.7(b), Section 2.15(b), the use of the defined term "Material Contract(s)" and in any instances in which materiality or reserve relating Company Material Adverse Effect qualify any lists of Contracts, Company Plans, Company Permits or other items to such matter that is included be set forth on the Disclosure Schedule (A) but, for the avoidance of doubt, not including instances in the Group Balance Sheet (solely in respect of litigation-related, bad debt which materiality or customer deposit reserves made in accordance with GAAP and specifically attributed Company Material Adverse Effect qualify any representations or warranties as to the applicable litigationdelivery of copies of Contracts, account receivable Company Plans, Company Permits or customer deposit that is other items, other than Section 2.15(b)) shall be read without regard and without giving effect to any qualifier as to materiality, "Company Material Adverse Effect" or similar qualification of similar import using a derivative of the subject word "material" contained in such representation (as if such qualification were deleted from such representation), both for purposes of determining the existence of any inaccuracy in or breach of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each caserepresentation, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of well as the amount of the Final Adjusted Purchase Priceany Damages. (c) For the avoidance of doubtNo CABO Indemnified Person or Company Indemnified Person shall be entitled to recover damages or obtain payment, subject to the determination of De Minimis Breaches set forth in Section 12.03reimbursement, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with restitution or otherwise indemnity more than once in respect of any Damages incurred by Holdings one Damage or its Subsidiaries related group of Damages. (d) Notwithstanding anything to the contrary contained in this Agreement, no CABO Indemnified Person shall be deemed for all purposes herein, have any right to indemnification hereunder with respect to any Damage or alleged Damage to the extent that any Parent Indemnitee such Damage or alleged Damage is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined included in the A&R Holdings LLC Agreement)) as calculation of immediately following the consummation of the ClosingTransaction Expenses.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The Any amount of any Damages payable under Section 12.02 this Article 10 from the Escrow Account shall be net of any amounts actually recovered recovered, or acknowledged by the Indemnitee applicable insurance carrier to be recoverable, by Buyer and its Affiliates under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recoverypolicies. If the Indemnitee receives Buyer or its Affiliates receive any amounts under applicable insurance policies or subsequent to an indemnification payment from any other Person responsible the Escrow Account, then Buyer shall promptly pay and reimburse the Stockholders, holders of In-the-Money Options and the Participants (as if such payment was a distribution from the Escrow Account for the benefit of such holders) for any Damages subsequent to receipt of funds such indemnification payment from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds Escrow Account up to the amount received by the IndemniteeBuyer or its Affiliates, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (Buyer or its Affiliates) Affiliates in collecting such amountamount including the cost of any premium increases resulting from Damages so recovered under the applicable insurance policies. (b) Neither the Members nor Parent Buyer shall not be liable entitled under Section 12.02 for this Article 10 to any Damages (x) relating to any matter to the extent (i) that there is included in the September Balance Sheet a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14matter, or (yii) to of consequential (other than Damages for lost profits) or punitive Damages; provided that, without limiting the extent such Damages are otherwise taken into account in the calculations right of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject Stockholders’ Representative to the determination of De Minimis Breaches set forth in Section 12.03, dispute Buyer’s entitlement to indemnification or the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee which it is entitled to indemnification in accordance with under the terms of this Article 1210, to be the proportionate amount sub-section (ii) of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined this Section 10.05(b) shall not apply in the A&R Holdings LLC Agreementevent that Buyer or the Surviving Corporation is liable to a third party for Damages which constitute consequential or punitive Damages and for which Buyer, but for this Section 10.05(b)) as , would have been entitled to seek indemnification under the terms and subject to the limitations of immediately following the consummation of the Closingthis Article 10.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 11.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts or from any other Person (net of any costs or expenses incurred in the collection thereof, including deductibles, and net of applicable deductible premium adjustments) (it being understood that, to the extent any amounts are recovered by an Indemnified Party with respect to Damages for which such Indemnified Party has previously been indemnified hereunder and such recovery or realization was not previously taken into account in determining the amount of the Damages as provided in the immediately preceding sentence, such Indemnified Party shall promptly pay over to the Indemnifying Party (or, if applicable, increase the amount of the Holdback Deferred Release Amount or the Holdback Indemnity Initial Amount, as applicable) the amount so recovered or realized (after deducting therefrom the amount of any costs or expenses incurred in insurance premiums procuring such recovery or realization (including retro-any applicable premium adjustments)), net of any Taxes imposed on the Indemnified Party that arise from having received amounts under the applicable insurance policies); provided that the Indemnitee shall have no obligation amount the Parent Indemnified Parties are required to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitorspay over (or, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemniteeif applicable, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (cHoldback Deferred Release Amount or the Holdback Indemnity Initial Amount, as applicable) For pursuant to this Section 11.06(a) shall not exceed the avoidance of doubt, subject amount by which the indemnification payment actually paid to the determination of De Minimis Breaches set forth in Parent Indemnified Parties pursuant to Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, 11.02(a) would have been reduced pursuant to this Section 11.06(a) had such recovery been received prior to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount date of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) as of immediately following the consummation of the Closingindemnification payment.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 this Article 10 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnitee Indemnified Party under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustmentsthe R&W Insurance Policy); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any costs or expenses incurred in the collection thereof, including deductibles, indemnity, reimbursement arrangements or other similar arrangements (including each, an “Alternative Recovery”). Solely with respect to claims for Damages arising under Sections 10.02(a)(iii) or 10.02(a)(iv), the Summit Indemnified Party shall use its commercially reasonable efforts to seek recovery under the R&W Insurance Policy, to the extent coverage would reasonably be expected to be available thereunder (assuming all other past, current and future claims are paid out in full by the insurers thereunder), and if Summit receives insurance proceeds after having received payment from an Indemnifying Party pursuant to this Article 10 in respect thereof, then to the extent such insurance proceeds were not taken into account in determining the amount of Damages required to be paid by the applicable Indemnifying Party to Summit with respect thereto, Summit shall refund to the applicable Indemnifying Party up to the lesser of (x) the amount of such insurance proceeds so received, and (y) the amount of the indemnification payment received by the Summit Indemnified Party from the Indemnifying Party with respect thereto pursuant to this Article 10, in each case, after deducting therefrom the amount of any increase costs or expenses incurred in insurance premiums procuring such recovery, net of any Taxes actually imposed on the Summit Indemnified Party that arise from having received amounts under the R&W Insurance Policy (including retro-premium adjustments)) incurred such Taxes being reduced by such Indemnitee (any refund, offset in Tax or other Tax Asset realized by Summit or its AffiliatesAffiliates from the payment of amounts under this Section 10.05); provided that, (A) the amount the Summit Indemnified Party is required to refund pursuant to this sentence shall not exceed the amount by which the indemnification payment actually paid to the Summit Indemnified Party in collecting respect of such amountDamages pursuant to this Article 10 would have been reduced pursuant to this Section 10.05 had such recovery been received prior to the date of such indemnification payment, and (B) notwithstanding the foregoing, any Summit Indemnified Party may deliver a Claim against Cementos or any Argos Party at any time in order to reserve rights under this Article 10. (b) Neither Each Argos Party hereby agrees that (i) the Members nor Parent availability of indemnification of the Summit Indemnified Parties under this Article 10 shall be liable under Section 12.02 for determined without regard to any Damages right to indemnification, advancement, contribution or reimbursement that such Argos Party may have from any ANAC Company (x) to the extent that there is a specific liability whether such rights may arise from or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14Applicable Law, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03Contract, the amount Governing Documents of any Damages incurred by a Parent Indemnitee arising out ofANAC Company or otherwise), relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries and (ii) such Argos Party shall not be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12any indemnification, to be the proportionate amount of such Damages sustained by advancement, contribution or reimbursement from Summit, any Acquired Entities ANAC Company or any of their Subsidiaries respective Affiliates for amounts for which Summit Indemnified Parties would be entitled to indemnification under this Article 10 (i.e.determined without regard to any thresholds, based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreementbaskets, deductibles, caps, survival periods or other limitations)) as of immediately following the consummation of the Closing.