Common use of Calculation of Indemnification Payments Clause in Contracts

Calculation of Indemnification Payments. (a) The amount of any Losses payable under this Article 6 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies in respect of such Loss, in each case net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations, increases in premiums or premium adjustments, deductibles incurred or other obligations associated therewith and (ii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or in connection with the incurrence of the Losses for which indemnity is sought or the payment of any such Loss, in each case in any Tax year in which or prior to which such Loss was incurred, or in the immediately succeeding Tax year. If the Indemnified Party actually receives any amounts under applicable insurance policies with respect to such Loss, or actually realizes a Tax benefit in any Tax year referenced in (i) subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations associated therewith. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). (b) Subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the Purchase Price.

Calculation of Indemnification Payments. (a) 11.7.1 The amount of any Losses Indemnifiable Loss payable under this Article 6 Section 11 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable from insurance policies in respect of or from any other Person alleged to be responsible for such LossIndemnifiable Loss (“Alternative Arrangements”), in each case net of the following (collectively, “Collection Expenses”): (i) costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and recovery, (ii) any retro-premium obligations, increases in premiums or premium adjustmentsadjustments to the extent attributable to such recovery, deductibles incurred or other obligations associated therewith and (iiiii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or deductibles and other amounts incurred in connection with the incurrence of the Losses for which indemnity is sought or the payment of any such Loss, in each case in any Tax year in which or prior to which such Loss was incurred, or in the immediately succeeding Tax yearrecovery. If the Indemnified Party actually receives any amounts under applicable insurance policies any Alternative Arrangements with respect to such Indemnifiable Loss, or actually realizes a Tax benefit in any Tax year referenced in (i) subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly (but in any event within ten (10) Business Days after such determination) reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, in each case, net of costs associated Collection Expenses. Notwithstanding anything to the contrary contained in this Agreement, no Buyer Party will be entitled to be indemnified under this Section 11 for any Loss to the extent that it has been taken into account in the final determination of Actual Company Indebtedness, Actual Company Transaction Expenses or Actual Net Working Capital pursuant to Section 2.4 hereof. 11.7.2 Indemnification payments under Section 10 and expenses incurred this Section 11 shall be paid by such the Indemnifying Party without reduction for any Tax Benefits available to the Indemnified Party. However, to the extent that the Indemnified Party recognizes Tax Benefits as a result of any Losses in any Tax year in which or its Affiliates prior to which such Losses were incurred (or in procuring any of the two (2) immediately succeeding Tax years), the Indemnified Party shall pay the amount of such recovery and any retro-premium obligations associated therewithTax Benefits (but not in excess of the indemnification payment or payments actually received from the Indemnifying Party with respect to such Losses) to the Indemnifying Party as such Tax Benefits are actually recognized by the Indemnified Party. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability Liability for taxes Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability Liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). (b) 11.7.3 Subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability Buyer Indemnifiable Losses in connection with a claim for Taxes pursuant indemnification by the Buyer Parties under Section 10.1, Section 11.2.2(i), Section 11.2.2(ii), Section 11.2.2(iv) or Section 11.2.2(v), then indemnification for such Losses, subject to the terms applicable limitations, if any, set forth in Section 11.5, shall be satisfied first from the then remaining balance of Section 5.3 the Indemnity Escrow Amount in the Escrow Account and then, to the extent there are insufficient funds in the portion of the Escrow Account attributable to the Indemnity Escrow Amount, directly from the Sellers on a several but not joint basis in accordance with each Seller’s Pro Rata Portion; provided, that, if (i) the Sellers are obligated to reimburse or compensate the Buyer Parties for any Buyer Indemnifiable Losses pursuant in connection with a claim for indemnification by the Buyer Parties under Section 10.1, Section 11.2.2(i), Section 11.2.2(ii), Section 11.2.2(iv) or Section 11.2.2(v), (ii) there are insufficient funds in the portion of the Escrow Account attributable to the terms Indemnity Escrow Amount to satisfy such Buyer Indemnifiable Losses, and (iii) there has previously been a distribution from the portion of this Article 6, then the Sellers shall pay such amount Escrow Account attributable to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything Indemnity Escrow Amount to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover satisfy any Liability Liabilities for Taxes pursuant to Section 10.1 or Section 11.2.2(iv), each Seller shall promptly following any final determination of the terms amount of Section 5.3any such insufficiency, or for and in any Buyer Indemnifiable Losses event within three (3) Business Days thereof, contribute, pursuant to the wire transfer instructions provided by the Sellers Representative, which wire transfer instructions the Sellers Representative shall provide to the Sellers within the aforementioned time period, an amount equal to such Seller’s Pro Rata Portion of such insufficiency to the Escrow Agent to thereafter be held and disbursed by the Escrow Agent in accordance with the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction and conditions of the Purchase PriceEscrow Agreement.

Calculation of Indemnification Payments. (a) The Payments by Sellers pursuant to Section 9.3 in respect of any and all Losses shall be made without duplication and limited to the amount of any Losses payable under this Article 6 by the Indemnifying Party shall be net of any that remain after deducting therefrom (i) any insurance proceeds actually received by the Buyer Indemnified Party with respect thereto, (ii) any indemnity, contribution or other similar payment actually received by the Buyer Indemnified Party with respect to such Loss, (iii) any actual reduction in cash Taxes payable by such Buyer Indemnified Party or its Affiliates (including the Group Companies) on account of any Tax deduction, credit or similar amount arising with respect to such Loss that is realized in the taxable year of such Loss or the subsequent taxable year, determined on a “with-and-without” basis, and (iv) any other offsetting amounts actually recovered received by the Buyer Indemnified Party under applicable insurance policies in from a third party with respect of to such Loss, in each case net of collection costs and expenses incurred by such Indemnified Party marginal insurance premium increases or its Affiliates in procuring such recovery and any retro-premium obligationsadjustments (if applicable) (collectively, increases in premiums or premium adjustments, deductibles incurred or other obligations associated therewith and (ii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or in connection with “Offsetting Amounts”). If the incurrence of the Losses for which indemnity is sought or the payment realization of any such LossOffsetting Amounts occurs after any amounts have been released to the Buyer Indemnified Parties by the Escrow Agent from the Specified Indemnity Escrow Account, in each case then promptly, but in any Tax year in which or prior to which such Loss was incurredevent not later than 15 days, or in after the immediately succeeding Tax year. If realization of Offsetting Amounts, the Indemnified Party actually receives any amounts under applicable insurance policies with respect to such Loss, or actually realizes a Tax benefit in any Tax year referenced in (i) subsequent to an indemnification payment by the Indemnifying Party, then such Buyer Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party Sellers (by such Indemnifying Party in connection with providing such indemnification payment up wire transfer of immediately available funds to the amount actually received Paying Agent for further distribution by the Indemnified Party, Paying Agent to Sellers pro rata in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates accordance with the Payment Schedule) in procuring such recovery and any retro-premium obligations associated therewith. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and an amount equal to the extent that, the Indemnified Party’s cumulative liability for taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year)Offsetting Amounts. (b) Subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the Purchase Price.

Calculation of Indemnification Payments. (a) The If any Purchaser Indemnified Party is entitled to indemnification pursuant to this Article IX, subject to the applicable limitations contained in this Article IX, including Section 9.4, the Losses indemnifiable thereunder shall be satisfied first from the Seller Parent Letter of Credit, and, to the extent the funds available under the Seller Parent Letter of Credit are not sufficient, Seller and/or Seller Parent shall pay such amounts directly to such Purchaser Indemnified Party (or its designee) by wire transfer of immediately available funds within five (5) Business Days after the final determination hereof to an amount of designated by the applicable Purchaser Indemnified Party. (b) If any Losses payable under this Article 6 sustained by the Indemnifying an Indemnified Party shall be net are covered by an insurance policy or an indemnification, contribution, warranty, refund or similar obligation of any another Person (i) amounts actually recovered by other than an Affiliate of such Indemnified Party), the Indemnified Party under applicable shall use commercially reasonable efforts to collect such insurance policies in respect of such Lossproceeds or indemnity, in each case net of costs and expenses incurred by such Indemnified Party contribution, warranty, refund or its Affiliates in procuring such recovery and any retro-premium obligations, increases in premiums or premium adjustments, deductibles incurred or other obligations associated therewith and (ii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or in connection with the incurrence of the Losses for which indemnity is sought or the payment of any such Loss, in each case in any Tax year in which or prior to which such Loss was incurred, or in the immediately succeeding Tax yearsimilar payments. If the Indemnified Party actually receives any amounts such insurance proceeds or indemnity, contribution, warranty, refund or similar payments prior to being indemnified under applicable insurance policies Section 9.2 or Section 9.3, as applicable, with respect to such LossLosses, the payment by an Indemnifying Party under this Article IX with respect to such Losses shall be reduced by the net amount of such insurance proceeds or actually realizes indemnity, contribution, warranty, refund or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution, warranty or similar payments after being indemnified by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution, warranty or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment for Losses under this Article IX on account of a Tax benefit claim that an Indemnifying Party believes in any Tax year referenced in good faith is covered by an insurance policy or an indemnification, contribution, warranty, refund or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) subsequent on written request of the Indemnifying Party assign, to an indemnification payment the extent assignable and to the extent that Indemnified Party does not in good faith dispute such written request, its rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party up to the amount of Losses claimed by the Indemnified Party hereunder and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution, warranty or similar obligation (except that, if requested to do so by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations associated therewith. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) reasonably cooperate with respect to a taxable year if, and to the extent that, Indemnifying Party at the Indemnified Indemnifying Party’s cumulative liability for taxes through the end of sole expense, to collect any such taxable yearinsurance or indemnification, calculated by excluding any Tax items attributable to the Losses from all taxable yearscontribution, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed warranty or similar obligation). The Indemnifying Party shall remain responsible for any taxable year). (b) Subject amount of Losses subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of under this Article 6IX that are not paid from any insurance proceeds or indemnity, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability contribution, warranty, refund or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the Purchase Pricesimilar payment.

Calculation of Indemnification Payments. (a) The amount of any Losses payable for which indemnification is provided under this Article 6 by the Indemnifying Party IX shall be net of any (i) any amounts actually recovered by the an Indemnified Party under applicable insurance policies in respect of such Loss, in each case net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and from a third party (including any retroinsurer) whether by way of payment, credit, off-premium obligationsset, increases in premiums counterclaim, indemnification, contribution or premium adjustments, deductibles incurred or other obligations associated therewith otherwise and (ii) the amount of any Tax benefit actually realized received by any such an Indemnified Party arising out of or its Affiliates with respect to any Applicable Taxable Year in connection with the accrual, incurrence of the Losses for which indemnity is sought or the payment of any such Loss, Losses (including any reduction in each case Taxes actually payable or any increase in Tax refunds due). Each party agrees to use reasonable best efforts to make any Tax year in which or prior to which such Loss was incurredclaims for insurance and/or indemnification, or in the immediately succeeding Tax year. If the Indemnified Party actually receives contribution available from any amounts under applicable insurance policies third party(ies) with respect to any Losses for which it elects to seek indemnification hereunder and to diligently pursue such Loss, or actually realizes a Tax benefit claims in good faith. If any Tax year referenced in (i) subsequent to such insurance proceeds and/or other amounts are received by an indemnification payment by Indemnified Party after the Indemnifying PartyParty pays any amount pursuant to this Article IX, then such Indemnified Party shall promptly reimburse repay to the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by the amount such Indemnifying Party in connection with providing would not have had to pay pursuant to this Article IX, had such indemnification payment up to the amount actually insurance proceeds and/or other amounts been received by the Indemnified Party, in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring prior to such recovery and any retro-premium obligations associated therewith. For payment by the Indemnifying Party under this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Party’s cumulative liability for taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Losses from all taxable years, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year)Article IX. (b) Subject Each Indemnified Party shall use reasonable best efforts to mitigate its Losses upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event that an Indemnified Party fails to use reasonable best efforts to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss that reasonably could have been avoided had such Indemnified Party made such efforts. In furtherance of the foregoing, the Indemnified Parties shall implement such reasonable actions as the Indemnifying Parties shall request for the purposes of mitigating the possible Losses arising from any fact or circumstance giving rise to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the Purchase Priceindemnifiable Loss.

Calculation of Indemnification Payments. (a) The amount If any Purchaser Indemnified Party is entitled to indemnification pursuant to this Article XI, subject to the applicable limitations contained in this Article XI, including those contained in Section 11.4, the Losses indemnifiable thereunder shall be satisfied first from the Seller Parent Letter of Credit, and, to the extent the funds available under the Seller Parent Letter of Credit are not sufficient, Seller and/or Seller Parent shall pay such amounts directly to such Purchaser Indemnified Party (or its designee) by wire transfer of immediately available funds within five (5) Business Days after the final determination hereof to an account designated by the applicable Purchaser Indemnified Party. (b) If any Losses payable under this Article 6 sustained by the Indemnifying an Indemnified Party shall be net are covered by an insurance policy or an indemnification, contribution, warranty, refund or similar obligation of any another Person (i) amounts actually recovered by other than an Affiliate of such Indemnified Party), the Indemnified Party under applicable shall use reasonable best efforts to collect such insurance policies in respect of such Lossproceeds or indemnity, in each case net of costs and expenses incurred by such Indemnified Party contribution, warranty, refund or its Affiliates in procuring such recovery and any retro-premium obligations, increases in premiums or premium adjustments, deductibles incurred or other obligations associated therewith and (ii) the amount of any Tax benefit actually realized by any such Indemnified Party arising out of or in connection with the incurrence of the Losses for which indemnity is sought or the payment of any such Loss, in each case in any Tax year in which or prior to which such Loss was incurred, or in the immediately succeeding Tax yearsimilar payments. If the Indemnified Party actually receives any amounts such insurance proceeds or indemnity, contribution, warranty, refund or similar payments prior to being indemnified under applicable insurance policies Section 11.2 or Section 11.3, as applicable, with respect to such LossLosses, the payment by an Indemnifying Party under this Article XI with respect to such Losses shall be reduced by the net amount of such insurance proceeds or actually realizes indemnity, contribution, warranty, refund or similar payments to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If the Indemnified Party receives such insurance proceeds or indemnity, contribution, warranty or similar payments after being indemnified by an Indemnifying Party with respect to such Losses, the Indemnified Party shall pay to the Indemnifying Party the net amount of such insurance proceeds or indemnity, contribution, warranty or similar payment to the extent related to such Losses, less reasonable attorney’s fees and other expenses incurred in connection with such recovery. If any Indemnified Party receives payment under this Article XI on account of a Tax benefit claim that an Indemnifying Party believes in any Tax year referenced in good faith is covered by an insurance policy or an indemnification, contribution, warranty, refund or similar obligation of another Person (other than an Affiliate of such Indemnified Party), that Indemnified Party shall (i) subsequent on written request of the Indemnifying Party assign, to an indemnification payment the extent assignable, its rights under such insurance policy or indemnification, contribution or similar obligation with respect to such claim to the Indemnifying Party and (ii) be relieved of any further obligation to pursue collection of such insurance or indemnification, contribution, warranty or similar obligation (except that, if requested to do so by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made to such Indemnified Party by such Indemnifying Party in connection with providing such indemnification payment up to the amount actually received by the Indemnified Party, in each case, net of costs and expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery and any retro-premium obligations associated therewith. For this purpose, the Indemnified Party shall be deemed to recognize a tax benefit (“Tax Benefit”) reasonably cooperate with respect to a taxable year if, and to the extent that, Indemnifying Party at the Indemnified Indemnifying Party’s cumulative liability for taxes through the end of sole expense, to collect any such taxable yearinsurance or indemnification, calculated by excluding any Tax items attributable to the Losses from all taxable yearscontribution, exceeds the Indemnified Party’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Losses for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable yearwarranty or similar obligation). (b) Subject to the other provisions regarding indemnification contained herein, if the Sellers are obligated to reimburse or compensate the Buyer Parties for any Liability for Taxes pursuant to the terms of Section 5.3 or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6, then the Sellers shall pay such amount to the Buyer within ten (10) Business Days following the date upon which the amount of such Tax Liability or Buyer Indemnifiable Loss is determined or agreed upon by the Seller Representative and the Buyer. Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers. Such reduction shall be deemed to be a reduction of the Purchase Price.