Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII or Article IX shall be net of any amounts recovered by the Indemnified Party or its Affiliates under insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person with respect to such Loss, and shall be adjusted to take account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer).

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The any amount actually recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of any Loss for which indemnification is provided under this Article VIII or Article IX recovery with respect to such Losses (and the Indemnified Party shall be use commercially reasonable efforts to seek such recoveries), net of any amounts recovered deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit actually realized to the Indemnified Party or its Affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its Affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its Affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its Affiliates Affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity third party indemnification obligations or other Person rights of recovery with respect to such Loss, and Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be adjusted to take account responsible for Losses of the actual amount of any Tax benefit or Tax detriment realized by the an Indemnified Party or any Affiliate or group of Affiliates to the extent caused by unlawful conduct of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer).

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided under this Article VIII or this Article IX X shall be net of (i) any amounts recovered and actually received by the Indemnified Party or its Affiliates under any insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person policy with respect to such Loss, and shall be adjusted (ii) any amounts actually recovered from other third parties with respect to take account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of event any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed is entitled to recognize and receive items of loss deduction any insurance proceeds, indemnity payments or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX third-party recoveries in respect of any special Losses for which such Indemnified Party is entitled to indemnification pursuant to Article VIII or punitive damages (this Article X, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, payments or recoveries. In the event that any such insurance proceeds, indemnity payments or other than punitive damages sought, awarded or otherwise imposed in any Thirdthird-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable party recoveries are realized by an Indemnified Party as a result subsequent to receipt by such Indemnified Party of any indemnification payment under this Agreement being treated hereunder in respect of the claims to which such insurance proceeds, indemnity payments or other third-party recoveries relate, appropriate refunds shall be made promptly by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated Indemnified Parties of all or the relevant portion of such indemnification payment, net of costs incurred by such indemnified Party to indemnify Buyer with respect to indirect obtain such insurance proceeds, indemnity payments or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)third-party recoveries.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, such Losses shall be reduced by (a) The any amount recovered by the Indemnified Party under applicable insurance policies, under any indemnification or similar agreements, or from any other person alleged to be responsible for any Losses, or other rights of any Loss for which indemnification is provided under this Article VIII or Article IX recovery with respect to such Losses (and the Indemnified Party shall be use commercially reasonable efforts to seek such recoveries), net of any amounts recovered deductible or any other reasonable and necessary out-of-pocket expense incurred by the Indemnified Party in obtaining such recovery and (b) any Tax benefit available to the Indemnified Party or its affiliates in connection with the accrual, incurrence or payment of any such Losses (determined as actually realized on a “with or without” basis). If an Indemnified Party or its affiliates receives any such recovery described in clause (a) above after an indemnification payment by the Indemnifying Party has been made, then such Indemnified Party or its affiliates shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount received by the Indemnified Party or its Affiliates affiliates. In the event of the occurrence of any Losses, an Indemnified Party shall seek recovery under any and all available third party insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity third party indemnification obligations or other Person rights of recovery with respect to such Loss, and Losses. Each party shall make commercially reasonable efforts to mitigate any claim or liability that any such party asserts under this Article IX. No Indemnifying Party shall be adjusted to take account responsible for Losses of the actual amount of any Tax benefit or Tax detriment realized by the an Indemnified Party or any Affiliate or group of Affiliates to the extent caused by unlawful conduct of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer).

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided Losses payable under this Article VIII or Article IX 10 by the Indemnifying Party shall be net of any (i) amounts recovered by the Indemnified Party under applicable insurance policies, or its Affiliates under insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by from any Governmental Entity or other Person with respect other than the Indemnifying Party (pursuant to such Lossthis Article 10) alleged to be responsible therefor, and shall be adjusted to take account of the actual amount of any (ii) Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such LossLosses. In computing the amount of any such Tax benefit or Tax detriment, If the Indemnified Party shall receives any amounts under applicable insurance policies, or from any other Person other than the Indemnifying Party (pursuant to this Article 10) alleged to be deemed responsible for any Losses, subsequent to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any an indemnification payment for by the Indemnifying Party, then such Loss is received, the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in connection with providing such indemnification payment up to the amount of such Tax benefit upon actual utilization of such Tax benefit received by the Indemnified Party. Such payment for reimbursement shall Party (net of any costs or expenses incurred or to be made to incurred by the Indemnifying Indemnified Party within ten Business Days of the utilization of in obtaining such Tax benefitamount). (b) Notwithstanding anything to the contrary contained herein, no indemnification the Indemnifying Party shall not be provided for liable under this Article VIII or Article IX in respect of Agreement for any special (i) consequential, indirect, incidental, special, exemplary or punitive damages Losses, (other than punitive damages sought, awarded ii) Losses for lost profits or otherwise imposed in any Third-Party Claim)opportunities or (iii) Losses specifically reserved on one of the Balance Sheets. (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Each Indemnified Party as a result of must use its commercially reasonable efforts to mitigate any Losses for which such Indemnified Party seeks indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event Agreement. (d) Each Indemnified Party shall CSL be obligated use its commercially reasonable efforts to indemnify Buyer with respect to indirect collect any amounts available under insurance coverage, or consequential damages in excess of U.S.$25,000,000 (from any other Person other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1Indemnifying Party potentially responsible, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)for any Losses payable under this Article 10.

Calculation of Losses. 10.5.1 With respect to any representation or warranty contained in this Agreement or any other Transaction Document that is qualified by materiality, “Material Adverse Effect” or a derivative thereof, such qualification will be ignored and deemed not included in such representation or warranty for the purposes of (i) calculating the amount of Losses indemnifiable under this Article 10 with respect to such breach or inaccuracy and (ii) determining whether there has been a breach or inaccuracy of such representation or warranty for purposes of this Article 10. 10.5.2 Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by the Indemnified Party shall be calculated after giving effect to (a) The amount any net insurance proceeds received by the Indemnified Party and any of its Affiliates with respect to such Losses (after taking into account any Loss for which indemnification is provided under this Article VIII or Article IX shall be increases in premiums) and (b) any net of any amounts recovered by the Indemnified Party or and any of its Affiliates under insurance policies from any other Third Party (after adjustment for future increases in premiums on other amounts payable by taking into account the costs of any such recovery). Each Indemnified Party shall use commercially reasonable efforts to obtain such proceeds or reimbursement provided recoveries either prior or subsequent to seeking indemnification under this Agreement. If any such proceeds or recoveries are received by any Governmental Entity or other Person with respect to such Loss, and shall be adjusted to take account of the actual amount of any Tax benefit or Tax detriment realized by the an Indemnified Party or any Affiliate or group of its Affiliates of such with respect to any Losses after the Indemnified Party arising from has received the incurrence or payment benefit of any such Loss. In computing the amount of any such Tax benefit or Tax detrimentindemnification hereunder with respect thereto, the Indemnified Party shall be deemed pay to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition Indemnifying Party the amount of such loss deduction proceeds or credit; furtherrecoveries, up to the amount of the Indemnifying Party’s payment, within fifteen (15) Business Days of the Indemnified Party’s receipt of such proceeds or recoveries. 10.5.3 Upon making any payment to an Indemnified Party in respect of any Losses under this Article 10, the Indemnifying Party shall, to the extent that of such payment, be subrogated to all rights of the Indemnified Party cannot utilize and its Affiliates against any Tax benefit with Third Party in respect of the Losses to a Loss in the Tax period of which such Loss payment relates. Such Indemnified Party and its Affiliates and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or in the Tax period any indemnification payment for further perfect such Loss is received, the subrogation rights. 10.5.4 Each Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made use commercially reasonable efforts to mitigate to the Indemnifying extent required by Applicable Law any Loss for which such Indemnified Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no seeks indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim)Agreement. (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer).

Calculation of Losses. (a) The amount Notwithstanding any other provision of any Loss for which indemnification is provided this Agreement to the contrary, the Indemnifying Party shall not be liable under this Article VIII or Article IX shall be net of XIII for any amounts recovered by the Indemnified Party or its Affiliates under insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by (i) Losses relating to any Governmental Entity or other Person with respect to such Loss, and shall be adjusted to take account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, matter to the extent that the Indemnified Party cannot utilize shall have otherwise been compensated for such matter pursuant to the Purchase Price adjustment under Section 4.02; (ii) Losses that are for punitive damages; or (iii) Losses based upon any Tax benefit with multiplier of profits, earnings, or cash flow, including, without limitation, “earnings before interest, Tax, depreciation or amortization” or any other valuation metric. (b) If the Indemnified Party receives any payment from an Indemnifying Party in respect to of any Losses and the Indemnified Party could have recovered all or a Loss in the Tax period part of such Loss or in Losses from a third party based on the Tax period any indemnification payment for such Loss is receivedunderlying claim asserted against the Indemnifying Party, the Indemnified Party shall reimburse (but only to the extent it has recovered the full amount of such Losses) assign such of its rights to proceed against such third party as are necessary to permit the Indemnifying Party for to recover from such third party the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim)payment. (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on In calculating the amount of indirect any Loss or consequential damages that may indemnity for Taxes, there shall be recovered deducted an amount equal to any actual reduction in indemnified Taxes realized by Buyer)the Indemnified Party (if and when received and treating any resulting deductions as the last item of deduction for the taxable year) and there shall be added an amount equal (on an after-tax basis) to any Tax cost actually incurred by the Indemnified Party upon the receipt or accrual of the related indemnity payment.

Calculation of Losses. (a) The amount Following the Closing, if any claim is made against the Sellers by a Purchaser Indemnified Party pursuant Article VIII in respect of any Loss for which indemnification is provided under this Article VIII (a “Loss Payment”), neither the Sellers nor any of its respective Affiliates, successors and assigns shall have any rights against Purchaser, the Company or Article IX shall be net their respective Affiliates, officers, directors, managers or members by reason of any amounts recovered by the Indemnified Party contribution or its Affiliates under insurance policies after adjustment for future increases subrogation in premiums on other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person with respect to such Loss, and shall be adjusted to take account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefitPayment. (b) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, no for purposes of the Parties’ indemnification shall be provided for obligations under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages soughtVIII, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach all of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, this Agreement that are qualified as to which breaches there will “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect or exception related thereto shall be no limit on deemed to have been made without any such qualification or exception for the purpose of determining the amount of indirect Losses resulting from, arising out of or consequential damages that may relating to any such breach of representation or warranty. (c) The Losses incurred or suffered by an Indemnified Party shall be recovered reduced by Buyer(i) the amount of any related insurance proceeds actually received by such Indemnified Party or its Affiliates in connection with the corresponding claim (net of (A) applicable deductible or retention amounts, based on the parties’ reasonable estimate of the increases in insurance premiums directly resulting from such claim and (B) costs of collection or recovery), and (ii) any other compensatory payments actually received by such Indemnified Party or its Affiliates from any other Persons by way of indemnification, guarantee or similar mechanism with respect to the Losses for which indemnification is claimed net of costs of collection or recovery. To the extent available, each Indemnified Party shall use its commercially reasonable efforts to obtain recovery from any such available insurance policy or indemnification, guarantee or similar mechanism; provided, however, such obligation shall not include any requirement to commence any action, suit or proceeding to obtain such recovery, and shall not prevent or delay receipt of indemnification payments hereunder to the extent an Indemnified Party is otherwise entitled thereto. If any amount referenced in this Section 8.7(c) is actually received after the related indemnification payment has been made, then the applicable Indemnified Party shall remit such amounts to the applicable Indemnifying Party (net of (A) applicable deductible or retention amounts, based on the parties’ reasonable estimate of the increases in insurance premiums directly resulting from such claim and (B) costs of collection or recovery). (d) To the extent required by Law, an Indemnified Party shall use commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article VIII. (e) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

Calculation of Losses. (a) The amount of any Loss indemnification payable under Section 3.01 will be calculated net of any insurance proceeds actually received by the applicable Holdings Indemnified Party under the Policy, less any costs and expenses incurred in connection with the recovery of such insurance proceeds (excluding any deductible or retention amount). The applicable insured party shall use commercially reasonable efforts to make insurance claims and to seek and obtain recoveries under the Policy covering the applicable Loss; provided, however, that “commercially reasonable efforts” for which purposes of this Section 3.05 shall not require any Holdings Indemnified Party to commence litigation or make any material expenditure; provided, further, that the availability of the Policy and such obligation to pursue coverage under the Policy shall not prejudice any Holdings Indemnified Party’s right to (a) deliver a notice for indemnification pursuant to Section 3.06 or (b) indemnification for Losses pursuant to this Article III to the extent coverage under the Policy is provided not available. If, at any time subsequent to the Holdings Indemnified Party receiving an indemnity payment for an indemnification claim under this Article VIII or Article IX shall be net of any amounts recovered by III from Marine, the Holdings Indemnified Party receives an insurance recovery under the Policy in respect of the Loss underlying such claim through recovery, settlement or its Affiliates otherwise under or pursuant to such insurance policies after adjustment for future increases coverage, an amount equal to the excess, if any, of (i) the sum of (A) the amount of such payment, less any costs and expenses incurred in premiums on other amounts payable connection with such recovery (as set forth in the first sentence of this Section 3.05), plus (B) the amount of the indemnity payment previously paid by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person Marine with respect to such Loss, and shall be adjusted to take account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In computing Loss over (ii) the amount of any such Tax benefit or Tax detriment, the Loss will promptly be repaid by the Holdings Indemnified Party shall be deemed to recognize and receive items Marine. For the avoidance of loss deduction or credit resulting from the Loss giving rise doubt, any amount repaid to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX Marine in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to a Loss that is subsequently covered under the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long Policy will not be treated as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by that counts toward the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)Marine Indemnification Cap.

Calculation of Losses. In calculating any amount indemnifiable hereunder in respect of Losses, Losses shall be reduced by (a) The amount of any Loss for which indemnification is provided under this Article VIII or Article IX shall be net of any amounts recovered by the Indemnified Party under available insurance policies, indemnification, contribution, obligations or its Affiliates under insurance policies after adjustment for future increases in premiums on other amounts payable rights of recovery with respect to such Losses, net of any deductible or any other reasonable out-of- pocket expense incurred by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person with respect to in obtaining such Lossrecovery, and shall be adjusted to take account of the actual amount of (b) any Tax benefit or Tax detriment actually realized by the Indemnified Party or any Affiliate or group of its Affiliates of such Indemnified Party arising from in connection with the accrual, incurrence or payment of any such LossLosses in the taxable year in which such Loss was accrued, incurred or paid or in any subsequent taxable year. In computing the amount of If an Indemnified Party or its Affiliates receives any such Tax benefit recovery described in clause (a) or Tax detriment(b) above after an indemnification payment by the Indemnifying Party has been made, the then such Indemnified Party or its Affiliates shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made, but not in excess of the amount of such Tax benefit upon actual utilization of such Tax benefit received by the Indemnified PartyParty or its Affiliates. Such payment for reimbursement shall be made to In the Indemnifying Party within ten Business Days event of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect occurrence of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result shall seek recovery under any available insurance policies, indemnification obligations or other rights of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer recovery with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)such Losses.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided Losses payable under this Article VIII or Article IX 10 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party or its Affiliates under applicable insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by from any Governmental Entity or other Person with respect alleged to such Lossbe responsible therefor, and shall be adjusted to take account of the actual amount of (ii) any Tax benefit or Tax detriment actually realized by the Indemnified Party, and (iii) amounts received by an Indemnified Party with respect to the same Losses pursuant to the Non-Core Coinsurance Agreement. If the Indemnified Party actually recovers any amounts under applicable insurance policies, or from any Affiliate or group of Affiliates of other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount of such Tax benefit upon actual utilization of such Tax benefit received by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying , net of any expenses incurred by such Indemnified Party within ten Business Days of the utilization of in collecting such Tax benefitamount. (b) Notwithstanding anything The Indemnifying Party shall not be liable under Section 10.02 for any (i) Losses relating to any matter to the contrary contained herein, no indemnification shall be provided extent that reserves for under this Article VIII such Losses were expressly set forth on the Pro Forma Closing Balance Sheet and such reserves reduced the amount of the Final Adjustment or Article IX in respect of any special (ii) consequential or punitive damages Losses (other than punitive damages sought, awarded unless such Losses were obtained by a third party in connection with a Claim or otherwise imposed in any Third-a Third Party Representation Claim). (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer).

Calculation of Losses. (a) The amount of any Loss Losses for which indemnification is provided under this Article VIII XI shall (i) be net of any Tax benefits actually recognized as a cash reduction in Taxes or Article IX shall by the indemnified ACTIVE 218042945 party and amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any Tax or expenses incurred in connection with such recovery), (ii) be net of any amounts recovered by the Indemnified Party or its Affiliates under insurance policies after adjustment for future indemnified party from Collateral Sources, (iii) take into account all increases in premiums on other amounts Taxes payable by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person with respect to such Lossindemnified party as a result of the receipt of the indemnity payment, and shall be adjusted (iv) to take the extent not previously taken into account of the actual amount of any Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such Loss. In in computing the amount of any such Tax benefit or Tax detrimentthe Loss, all increases in Taxes payable by the Indemnified Party shall be deemed to recognize indemnified party for all affected taxable years and receive items periods as a result of loss deduction or credit resulting from the Loss event giving rise to indemnification upon actual recognition such Loss. If amounts are recovered from a Collateral Source after an indemnifying party makes a payment to or on behalf of such loss deduction or credit; further, to the extent that the an Indemnified Party cannot utilize any Tax benefit with respect pursuant to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is receivedthis Article XI, the Indemnified Party net proceeds thereof shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall promptly be made remitted to the Indemnifying Party within ten Business Days that made such payment. The Parties acknowledge and agree that no right of subrogation to any rights of any party hereunder shall accrue or inure to the utilization benefit of such Tax benefitany Collateral Source. (b) Notwithstanding anything to the contrary contained hereinelsewhere in this Agreement, no indemnification shall party shall, in any event, be provided liable to any other Person for under this Article VIII or Article IX in respect of any special or punitive damages (of such other than punitive damages soughtPerson, awarded or otherwise imposed in any Third-Party Claim). (c) Notwithstanding anything except to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes extent payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)third party.

Calculation of Losses. (a) No Purchaser Indemnitee or Seller Indemnitee shall be entitled to indemnification to the extent a Liability or reserve relating to the matter giving rise to such Losses has been included in the final determination of the Final Closing Amounts. (b) Each Indemnified Party shall, and shall cause their respective Affiliates to, take reasonably prudent steps consistent with customary business practices to mitigate any Losses arising out of or relating to this Agreement or the transactions contemplated hereby after becoming actually aware of the incurrence of such Losses, (c) The amount of any Loss for which an Indemnified Party claims indemnification is provided under this Article VIII or Article IX Agreement: (i) shall be net of reduced by any amounts recovered insurance proceeds actually received from third-party insurers with respect to such Loss; (ii) shall be reduced by any reduction in Taxes actually paid (or any increase in any Tax refund actually received) by the Indemnified Party as a result of the incurrence or its Affiliates under insurance policies after adjustment for future increases payment of such Loss in premiums on other amounts payable the taxable year of the incurrence or payment of such Loss, or in any prior taxable year; and (iii) shall be reduced by the Indemnified Party indemnification or reimbursement provided by any Governmental Entity or other Person payments actually received from third-parties with respect to such Loss, net, in the case of each of clauses (i) and shall be adjusted to take account of the actual amount (ii) above, of any Tax benefit or Tax detriment realized by reasonable costs associated with the recovery of such amounts. In the event any Indemnified Party actually recovers any insurance proceeds, indemnity payments or any Affiliate or group third-party recoveries in respect of Affiliates of any Losses, in each case at any time subsequent to any indemnification payment pursuant to this Article X, such Indemnified Party arising from the incurrence or payment of any such Loss. In computing the amount of any such Tax benefit or Tax detriment, the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall thereafter promptly reimburse the Indemnifying Party for any indemnity payment made up to the amount of such Tax benefit upon actual utilization of such Tax benefit actually received by the Indemnified Party. Such payment for reimbursement shall be made to the Indemnifying Party within ten Business Days of the utilization of such Tax benefit. (b) Notwithstanding anything to the contrary contained herein, no indemnification shall be provided for under this Article VIII or Article IX in respect net of any special costs, fees or punitive damages (other than punitive damages sought, awarded or otherwise imposed expenses incurred by the Indemnified Party in any Third-Party Claimcollecting such amount). (cd) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party as a result of any indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer Except with respect to indirect those actually awarded and paid on account of a Third Party Claim, and identified as such in connection with such award, no party shall be liable for punitive, exemplary, speculative or consequential remote damages, or any damages in excess based on any multiple of U.S.$25,000,000 (earnings or revenue or loss of profits, whether based on contract, tort, strict liability, other than in respect of indirect Law or otherwise and consequential damage whether or not arising with respect to a breach of the representations and warranties set forth in Sections 3.1from any other party’s sole, 3.2joint or concurrent negligence, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect strict liability or consequential damages that may be recovered by Buyer)other fault.

Calculation of Losses. (a) For purposes of Section 5.2 and Section 5.3, the existence of an inaccuracy or breach of a representation or warranty and the amount of Losses arising therefrom shall be determined without giving effect to any qualification of materiality, including by use of “in all material respects”, “Material Adverse Effect”, or words of similar effect (“Materiality Qualifiers”). Notwithstanding the foregoing, (x) Materiality Qualifiers in Section 2.11(c) shall not be so disregarded, and (y) the foregoing shall not have any impact on the use of the word “material” as part of the name of a defined term (e.g., Material Contract). (b) The amount of any Loss Losses for which indemnification indemnification, compensation or reimbursement is provided under this Article VIII or Article IX V shall be calculated net of any amounts actually recovered by the Indemnified Party or its Affiliates under insurance policies after adjustment (except, solely with respect to determining Losses that any Buyer Party seeks to recover from the Indemnity Escrow Amount for future increases in premiums on amounts recoverable or for which there is a right of recovery under the R&W Insurance Policy) or other amounts payable by the Indemnified Party or reimbursement provided by any Governmental Entity or other Person recoverable from third parties with respect to such LossLosses (“Insurance Proceeds”), and shall be adjusted to take account of the actual amount of any net Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party benefits arising from the incurrence or payment of any indemnifiable Losses by the Indemnified Party (or its Affiliates), to the extent such Tax benefits are realized, in respect of the Taxable period of such Loss, any prior Taxable period, or any of the three succeeding Taxable years, by the Indemnified Party (or its Affiliates). Each Indemnified Party shall use commercially reasonable efforts to make claims under third party insurance policies providing coverage with respect to Losses suffered by such Indemnified Party. In computing the amount of event that any such Tax benefit or Tax detrimentInsurance Proceeds are received by an Indemnified Party after payment for the related indemnification claim has been made pursuant to this Section 5.6(b), then the Indemnified Party shall be deemed to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any indemnification payment for such Loss is received, the Indemnified Party shall reimburse the Indemnifying Party for the amount of such Tax benefit upon actual utilization of such Tax benefit by the Indemnified Party. Such payment for reimbursement shall be made pay to the Indemnifying Party within ten Business Days an amount equal to the amount of the utilization of such Tax benefit. (b) Notwithstanding anything reduction in Losses that would have been applied pursuant to the contrary contained herein, no first sentence of this Section 5.6(b) had such Insurance Proceeds been received at the time such indemnification shall be provided for under this Article VIII or Article IX in respect of any special or punitive damages (other than punitive damages sought, awarded or otherwise imposed in any Third-Party Claim)claim was made. (c) Notwithstanding anything The Buyer Parties may not recover under Section 5.2(a) for any item of Losses in the event and to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as extent Buyer previously received recovery for such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Indemnified Party item as a result of the Purchase Price Adjustment. (d) Amounts paid by any Party as indemnification payment under this Agreement being payments shall be treated as adjustments to the Purchase Price, including, for the avoidance of doubt, for Tax purposes, unless otherwise required by the relevant Taxing Authority as income; provided that in no event shall CSL be obligated to indemnify Buyer with respect to indirect or consequential damages in excess of U.S.$25,000,000 (other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)Law.

Calculation of Losses. (a) The amount of any Loss for which indemnification is provided Losses payable under this Article VIII or Article IX 10 by the Indemnifying Party shall be net of any amounts (i)amounts recovered by the Indemnified Party under applicable insurance policies, or its Affiliates under insurance policies after adjustment for future increases in premiums on other amounts payable by the Indemnified Party or reimbursement provided by from any Governmental Entity or other Person with respect other than the Indemnifying Party (pursuant to such Lossthis Article 10) alleged to be responsible therefor, and shall be adjusted to take account of the actual amount of any Tax (ii)Tax benefit or Tax detriment realized by the Indemnified Party or any Affiliate or group of Affiliates of such Indemnified Party arising from the incurrence or payment of any such LossLosses. In computing the amount of any such Tax benefit or Tax detriment, If the Indemnified Party shall receives any amounts under applicable insurance policies, or from any other Person other than the Indemnifying Party (pursuant to this Article 10) alleged to be deemed responsible for any Losses, subsequent to recognize and receive items of loss deduction or credit resulting from the Loss giving rise to indemnification upon actual recognition of such loss deduction or credit; further, to the extent that the Indemnified Party cannot utilize any Tax benefit with respect to a Loss in the Tax period of such Loss or in the Tax period any an indemnification payment for by the Indemnifying Party, then such Loss is received, the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in connection with providing such indemnification payment up to the amount of such Tax benefit upon actual utilization of such Tax benefit received by the Indemnified Party. Such payment for reimbursement shall Party (net of any costs or expenses incurred or to be made to incurred by the Indemnifying Indemnified Party within ten Business Days of the utilization of in obtaining such Tax benefitamount). (b) Notwithstanding anything to the contrary contained herein, no indemnification the Indemnifying Party shall not be provided for liable under this Article VIII or Article IX in respect of Agreement for any special (i)consequential, indirect, incidental, special, exemplary or punitive damages Losses, (other than punitive damages sought, awarded ii)Losses for lost profits or otherwise imposed in any Third-Party Claim)opportunities or (iii)Losses specifically reserved on one of the Balance Sheets. (c) Notwithstanding anything to the contrary herein, the parties agree that indemnifiable Losses (a) may include indirect and consequential damages so long as such damages (i) were reasonably foreseeable and (ii) proximately resulted from the events and circumstances giving rise to the Losses, (b) exclude punitive damages (but include punitive damages sought, awarded or otherwise imposed in any Third-Party Claim) and (c) exclude Taxes payable by an Each Indemnified Party as a result of must use its commercially reasonable efforts to mitigate any Losses for which such Indemnified Party seeks indemnification payment under this Agreement being treated by the relevant Taxing Authority as income; provided that in no event Agreement. (d) Each Indemnified Party shall CSL be obligated use its commercially reasonable efforts to indemnify Buyer with respect to indirect collect any amounts available under insurance coverage, or consequential damages in excess of U.S.$25,000,000 (from any other Person other than in respect of indirect and consequential damage arising with respect to a breach of the representations and warranties set forth in Sections 3.1Indemnifying Party potentially responsible, 3.2, 3.3, 3.4, 3.18 and 3.35, as to which breaches there will be no limit on the amount of indirect or consequential damages that may be recovered by Buyer)for any Losses payable under this Article 10.