Common use of Certain Indemnification Matters Clause in Contracts

Certain Indemnification Matters. (a) This Article III shall not limit the rights and obligations of each Sponsor under Article IX or Article X of the Master Formation Agreement (except as expressly set forth therein). (b) Any liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III shall not limit the rights and obligations of each Sponsor under Article IX or Article X of the Master Formation Agreement (except as expressly set forth therein). (b) Any liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person claim or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Except in the case of fraud or willful misconduct, and without in any way limiting AssetCo’s indemnification obligations pursuant to Section 9.04, the indemnification provided in this Article III VII shall not limit at all times be the rights sole and obligations exclusive damages remedy for any inaccuracy or breach of each Sponsor under Article IX any representation or Article X of the Master Formation Agreement (except as expressly set forth therein)warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c7.06(c) shall not limit any Indemnified Party’s remedies under this Article III VII except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c7.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIVII, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III shall not limit Notwithstanding anything to the rights and obligations of each Sponsor under Article IX or Article X contrary contained in this Agreement, none of the Master Formation Parties and none of their respective Affiliates will have any liability under any provision of this Agreement (for any consequential, special, exemplary, treble, incidental, indirect or punitive damages, lost profits, or diminution of value or similar items, except as expressly set forth therein)in each case to the extent any such Losses that are finally awarded by a court of competent jurisdiction in connection with a Third Party Claim. (b) Any liability for indemnification under this Agreement shall will be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant covenant, or agreement. (c) Each The amount of any Losses sustained by an Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of will be reduced (i) by any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable actually received by such Indemnified Party in or its Affiliates with respect thereto under any insurance coverage relating thereto (other than insurance coverage provided by an Affiliate of such Indemnified Party), (ii) by any amount equal to the Damages caused actually received by such Party’s failure Indemnified Party or its Affiliates with respect thereto from any Person alleged to comply with this Section 3.4(c). be responsible for any Losses, (diii) If by the amount of any Tax Benefit realized by such Indemnified Party’s DamagesParty or its Affiliates arising in connection with the accrual, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement incurrence or payment by or against any other Person (collectively, “Recoveries”), the amount of with respect to such Recoveries shall be repaid Loss that is actually recognized by the Indemnified Party or any of its Affiliates in the taxable year that the indemnification payment with respect to such Loss is paid or any preceding taxable year; provided, that if any such Tax Benefit is subsequently reduced or disallowed by a Taxing Authority, the Indemnifying Party will promptly (after receiving appropriate written evidence of such reduction or disallowance) pay to the Indemnified Party the portion of the Tax Benefit reduced or disallowed or (iv) to the extent such Loss is reflected or taken into account in the Financial Statements or the Final Closing Statement (as finally determined in accordance with Section 3.4). The Indemnified Parties will use commercially reasonable efforts to collect any amounts recoverable from non-affiliated Persons relating to Losses sustained by such Indemnified Party but will not be required to commence any Action against any such Person. If the Indemnified Party or its Affiliates actually receive any amounts under applicable third party insurance policies, or from any Person alleged to be responsible for any Losses, then such Indemnified Party will promptly reimburse the Indemnifying Party for any indemnification payment made by such Indemnifying Party to the Indemnified Party with respect to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, Loss up to the aggregate amount actually received or realized (net of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs actually and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking connection therewith (including increased premiums on such Recoveriesthird party insurance policies to the extent attributable to the payment of such claims)) by the Indemnified Party or its Affiliates under such third party insurance policies, or from such Person alleged to be responsible for any Losses. (d) In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party pursuant to a claim or demand in a Claim Notice, such Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such claim or demand against any claimant or plaintiff asserting such claim or demand. Such Indemnified Party will cooperate with such Indemnifying Party in a reasonable manner, and at the cost of such Indemnifying Party, in presenting any subrogated right, defense or claim. (e) Amounts payable pursuant In the event any Action for indemnification under this Article XI has been finally determined, the amount of such final determination will be paid promptly upon demand by wire transfer of immediately available funds, to claims an account or accounts designated by the applicable Indemnified Party in writing. (f) An Indemnified Party will take, or cause its Affiliates to take, in consultation with the Indemnifying Party, all necessary or appropriate actions (or cease taking actions) to mitigate any Losses upon becoming aware of any event or facts that would or would reasonably be expected to give rise to a claim of indemnification under this Article XI. (g) Each Indemnified Party will use commercially reasonable efforts to mitigate any Loss for which such Indemnified Party seeks indemnification. If any Indemnified Party receives insurance proceeds or indemnity, contribution or similar payments after the settlement of any indemnification claim under Section 3.1(a11.2 (Indemnification by Sellers) or Section 3.2(a) shall be paid 11.3 (Indemnification by Purchaser), as applicable, such Indemnified Party will refund to the Indemnifying Party the amount of such insurance proceeds or indemnity, contribution or similar payments (net of all out-of-pocket costs and expenses relating to collection of such amounts from such insurers, or against any third party with respect to such Loss), up to the Subsidiary amount received in connection with such indemnification claim. Each Indemnified Party will use commercially reasonable efforts to seek full recovery under all insurance policies or other such indemnity, contribution or similar agreements or sources of payment covering any Loss to the Operating Company same extent as they would if such Loss were not subject to indemnification hereunder; provided, however, no Indemnified Party will be required to pursue recovery under an insurance policy or otherwise if it is reasonably likely that is pursuing such recovery would result in the Person that incurred cancelation of such insurance or sustained agreement. Each Party hereby waives, to the Damages giving rise to such claimextent permitted under its applicable insurance policies, any Subsidiary of the Operating Company subrogation rights that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly its insurer may have with respect to the Operating Company.any indemnifiable Losses

Certain Indemnification Matters. (a) This Article III shall not limit the rights If any director or executive officer of Purchaser or Seller or their respective Affiliates, as applicable, has actual knowledge of any material breach of any Representation and obligations of each Sponsor under Article IX or Article X Warranty of the Master Formation Agreement other party hereto, such party (except as expressly set forth therein)the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") of such breach; provided, however, that such party's only remedy in respect of a breach of this obligation to provide notice shall be the difference between (i) the costs and expenses incurred to cure such undisclosed breach pursuant to this Article XI and (ii) the costs and expenses which would have been incurred had such covenant to notify not been breached and the Indemnified Party cured such undisclosed breach. (b) Any liability The Indemnifying Party shall have no obligation to indemnify or hold harmless the Indemnified Party for indemnification under this Agreement any Damages to the extent that (i) the Indemnified Party has actually recovered such Damages (net of expenses of recovery) from any Person other than the Indemnifying Party, or (ii) the Indemnified Party is insured against such Damages. The Indemnified Party shall be determined without duplication by reason assign to the Indemnifying Party, upon payment of all Damages or full recovery due to the state of facts giving rise Indemnified Party hereunder, any right the Indemnified Party may have against any Person (other than the Indemnifying Party) to recover any such liability constituting a breach of more than one representation, warranty, covenant or agreementamounts that the Indemnifying Party has paid to the Indemnified Party pursuant hereto. (c) Each Indemnified Any payments by an Indemnifying Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in XI shall be treated as an amount equal adjustment to the Damages caused by such Party’s failure to comply with this Section 3.4(c)Purchase Price for all foreign, federal, state and local income Tax purposes. (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III The Purchaser Parties and Seller agree that Losses hereunder shall be limited to actual monetary damages only and shall not limit the rights and obligations include punitive, incidental, consequential, special, indirect or treble damages or damages based on loss of each Sponsor under Article IX future revenue, profits or Article X income, loss of the Master Formation Agreement business reputation or opportunity, diminution of value or on any type of multiple (except as expressly set forth thereinother than any damages actually paid to a claimant in respect of a Third Party Claim). (b) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each The amount of any Losses sustained by an Indemnified Party shall take all be reduced (i) by any amount received by such Indemnified Party or its Affiliates with respect thereto under any insurance coverage relating thereto (other than insurance coverage provided by an Affiliate of such Indemnified Party), (ii) by any amount received by such Indemnified Party or its Affiliates with respect thereto from any non-Affiliated Person alleged to be responsible for any Losses or (iii) by the amount of any Tax benefit realized by such Indemnified Party or its Affiliates with respect to such Loss. The Indemnified Parties shall use commercially reasonable steps efforts to mitigate all Damages collect any amounts recoverable from non-Affiliated Persons (other than under third party insurance policies) relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of Losses sustained by such mitigation shall constitute Damages for all purposes hereunder)Indemnified Party; provided that any failure of such Indemnified Parties to comply with this Section 3.4(c) use such commercially reasonable efforts shall not limit relieve any Indemnified Party’s remedies Indemnifying Party from any obligation under this Article III except VII, including any obligation to reduce make any payment to an Indemnified Party. If the amount of Damages recovered Indemnified Party or recoverable its Affiliates receive any amounts under applicable third party insurance policies, or from any non-Affiliated Person alleged to be responsible for any Losses, or realize any Tax benefit, in each case in connection with a matter giving rise to an indemnification payment, but subsequent to such indemnification payment by the Indemnifying Party, then such Indemnified Party in an amount equal to shall promptly reimburse the Damages caused Indemnifying Party for any indemnification payment made by such Party’s failure Indemnifying Party to comply with this Section 3.4(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party with respect to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, Loss up to the aggregate amount actually received or realized (net of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs actually and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party (including increased premiums on such third party insurance policies to the extent attributable to the payment of such claims)) by the Indemnified Party or its Affiliates under such third party insurance policies, from such non-Affiliated Person or in seeking respect of such RecoveriesTax benefit. (d) No Losses may be claimed hereunder by an Indemnified Party to the extent that such Losses have been reflected or taken into account in the preparation of the Closing Net Worth Statement or the adjustment to the Closing Purchase Price, if any, pursuant to Section 2.3. (e) Amounts payable Except with respect to Taxes, in the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party pursuant to claims a claim or demand in a Claim Notice, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such claim or demand against any claimant or plaintiff asserting such claim or demand. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost of such Indemnifying Party, in presenting any subrogated right, defense or claim. (f) In the event any Action for indemnification under Section 3.1(a) or Section 3.2(a) this Article VII has been finally determined, the amount of such final determination shall be paid if the Indemnified Party is a (i) Seller Indemnified Party, by the Indemnifying Party Purchaser Parties and the Acquired Companies to the Subsidiary Seller Indemnified Party, and (ii) Purchaser Indemnified Party, by Seller to the Purchaser Indemnified Party, in each case upon demand by wire transfer of immediately available funds, to an account or accounts designated by the Operating Company that is Indemnified Party in writing. An Action, and the Person that incurred or sustained liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article VII when the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person parties hereto have so determined by mutual agreement or, if there is no disputed, when a final and non-appealable Governmental Order has been entered with respect to such Subsidiary, directly to the Operating CompanyAction.

Certain Indemnification Matters. (a) This For purposes of this Article III VII, any inaccuracy in or breach of any representation or warranty contained in this Agreement, other than the Seller Parties’ representations and warranties contained in Sections 3.8(d), 3.8(e)(iii) and 3.33(d), and, any Losses in respect thereof, shall be determined without regard to any materiality, Company Material Adverse Effect, Buyer Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. (b) The Buyer and the Seller Parties agree that Losses hereunder shall be limited to actual monetary damages only and shall not limit include punitive, exemplary, incidental, consequential, special, indirect or treble damages or damages based on loss of future revenue, profits or income (other than (i) to the rights and obligations of each Sponsor under Article IX extent reasonably foreseeable or Article X within the reasonable contemplation of the Master Formation Agreement Parties and (except as expressly set forth thereinii) any damages actually paid to a claimant in respect of a Third Party Claim). (bc) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (cd) Each The amount of any Losses sustained by an Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of be reduced (i) by any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable actually received by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c). or its Affiliates (d) If the amount net of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs actually and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party (including increased premiums on such third party insurance policies to the extent attributable to the payment of such claims)) with respect thereto under any insurance coverage relating thereto (other than any reinsurance provided by an Affiliate of such Indemnified Party), net of all out-of-pocket costs and expenses reasonably incurred by such Indemnified Party in obtaining such amounts, (ii) by any amount actually received by such Indemnified Party or its Affiliates with respect thereto from any non-Affiliated Person alleged to be responsible for any Losses, net of all out-of-pocket costs and expenses reasonably incurred by such Indemnified Party in obtaining such amounts, or (iii) by the amount of any Tax benefit actually realized by such Indemnified Party or its Affiliates with respect to such Loss during the Tax year in which the Loss was incurred (and increased by the amount of any Tax detriment realized by such Indemnified Party or its Affiliates with respect to its entitlement to indemnification hereunder). The Indemnified Parties shall use commercially reasonable efforts to collect any amounts recoverable from non-Affiliated Persons (other than under third party insurance policies) relating to Losses sustained by such Indemnified Party; provided, that any failure of such Indemnified Parties to use such commercially reasonable efforts shall not relieve any Indemnifying Party from any obligation under this Article VII, including any obligation to make any payment to an Indemnified Party. The Buyer shall, and shall cause the Acquired Companies to, use their commercially reasonable efforts to cooperate with the Seller in seeking full recovery, to the fullest extent possible, under all third party insurance policies of the Seller Parties or any of their Affiliates that cover the Acquired Companies covering any Losses to the same extent as it would if such RecoveriesLosses were not subject to indemnification hereunder, and the Buyer shall not, and shall not permit the Acquired Companies to, take any steps to terminate or cancel any occurrence-based third party insurance policies of the Seller Parties or any of their Affiliates in effect prior to Closing that cover the Acquired Companies in effect for periods prior to the Closing Date. If the Indemnified Party or its Affiliates actually receive any amounts under applicable third party insurance policies, or from any non-Affiliated Person alleged to be responsible for any Losses, or actually realize any Tax benefit or Tax detriment described in the previous sentence, in each case in connection with a matter giving rise to an indemnification payment hereunder, but subsequent to such indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any indemnification payment actually made by such Indemnifying Party to the Indemnified Party with respect to the applicable Loss up to the amount actually received or realized (net of deductibles, co-payments, net increases or decreases in federal, state, local and other Taxes described in this Section 7.6(d) attributable to such additional amounts or other costs actually and reasonably incurred by the Indemnified Party (including increased premiums on such third party insurance policies to the extent attributable to the payment of such claims)). (e) Amounts payable Except with respect to Taxes, in the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party pursuant to claims a claim or demand in a Claim Notice, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defense or claim relating to such claim or demand against any claimant or plaintiff asserting such claim or demand. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost of such Indemnifying Party, in presenting any subrogated right, defense or claim. (f) In the event any Legal Action for indemnification under Section 3.1(a) or Section 3.2(a) this Article VII has been finally determined, the amount of such final determination shall be paid if the Indemnified Party is a (i) Seller Indemnified Party, by the Indemnifying Party Buyer and the Acquired Companies to the Subsidiary Seller Indemnified Party, and (ii) Buyer Indemnified Party, by the Seller Parties to the Buyer Indemnified Party, in each case upon demand by wire transfer of immediately available funds, to an account or accounts designated by the Operating Company that is Indemnified Party in writing. A Legal Action, and the Person that incurred or sustained liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article VII when the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person parties hereto have so determined by mutual agreement or, if there is no disputed, when a final and non-appealable Governmental Order has been entered with respect to such Subsidiary, directly to the Operating CompanyLegal Action.

Certain Indemnification Matters. (a) This Except in the case of fraud or willful misconduct, and without in any way limiting Seller’s indemnification obligations pursuant to Section 9.04, the indemnification provided in this Article III VII shall not limit at all times be the rights sole and obligations exclusive damages remedy for any inaccuracy or breach of each Sponsor under Article IX any representation or Article X of the Master Formation Agreement (except as expressly set forth therein)warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c7.06(c) shall not limit any Indemnified Party’s remedies under this Article III VII except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c7.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIVII, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Except in the case of fraud or willful misconduct, and without in any way limiting Parent’s indemnification obligations pursuant to Sections 10.04 and 10.05, the indemnification provided in this Article III VIII shall not limit at all times be the rights sole and obligations exclusive damages remedy for any inaccuracy or breach of each Sponsor under Article IX any representation or Article X of the Master Formation Agreement (except as expressly set forth therein)warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c8.06(c) shall not limit any Indemnified Party’s remedies under this Article III VIII except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c8.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIVIII, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III shall not limit the rights and obligations of each Sponsor under Article IX or Article X of the Master Formation Agreement (except as expressly set forth therein). (b) Any liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-co- payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III shall not limit Except in the rights case of fraud or willful misconduct, and without in any way limiting any Party’s indemnification obligations of each Sponsor under pursuant to Sections 10.05 and 10.06, the indemnification provided in this Article IX shall at all times be the sole and exclusive damages remedy for any inaccuracy or Article X breach of the Master Formation Agreement (except as expressly set forth therein)any representation or warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c9.06(c) shall not limit any Indemnified Party’s remedies under this Article III IX except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c9.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIIX, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III After the Closing, the Members shall not limit have no right to seek contribution from the rights and obligations Surviving Company with respect to all or any part of each Sponsor under Article IX or Article X any of the Master Formation Agreement (except as expressly set forth therein)Members’ indemnification obligations under this Article 7. (b) Any liability for In connection with any exercise by the Buyer Parties of their indemnification rights under this Agreement Article 7, the Buyer Parties shall be determined without duplication by reason of entitled to make all Claims through and deal exclusively with the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreementMember Representative for any Member who is an indemnifying party hereunder. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to For the purpose of determining whether a claimbreach or inaccuracy of a representation or warranty of the Company or the Members has occurred, including availing itself any “materiality” or “Material Adverse Effect” qualifiers or words of any defense, limitations, rights of contributions, claims against third Persons and other rights at law similar import contained in such representation or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal warranty giving rise to the Damages caused by claim of indemnity hereunder shall in each case be disregarded and without effect (as if such Party’s failure to comply with this Section 3.4(cstandard or qualification were deleted from such representation or warranty). (d) If the The amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment Losses for which indemnification is provided under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries 7 shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made net of any amounts actually recovered by the applicable Indemnifying Claiming Party under any insurance policy with respect to such Indemnified Party less Losses and (ii) net of any deductiblesamounts actually recovered from any third person (by contribution, co-payments indemnification or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if anyotherwise) reasonably incurred by the Indemnified Party in seeking with respect to such RecoveriesLosses. (e) Amounts payable All claims for indemnification by the Buyer Indemnified Parties pursuant to claims under Section 3.1(a) or Section 3.2(a) 7.2 shall be paid first satisfied by any amounts remaining in the Escrow Accounts. (f) Notwithstanding anything contained in the Transaction Documents to the contrary, no Indemnifying Party shall be responsible or liable for any indirect, consequential, punitive, incidental, special or exemplary damages or damages for loss of profit, business interruption or diminution in value incurred or suffered by any Claiming Party, except to the Subsidiary of extent the Operating Company that claim is the Person that incurred or sustained the Damages giving rise related to Section 7.2(a)(vi) in which case such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Companydamages shall be recoverable.

Certain Indemnification Matters. (a) This Except in the case of fraud or willful misconduct, and without in any way limiting AssetCo’s indemnification obligations pursuant to Section ‎9.04, the indemnification provided in this Article III VII shall not limit at all times be the rights sole and obligations exclusive damages remedy for any inaccuracy or breach of each Sponsor under Article IX any representation or Article X of the Master Formation Agreement (except as expressly set forth therein)warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c‎7.06(c) shall not limit any Indemnified Party’s remedies under this Article III VII except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c‎7.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIVII, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.

Certain Indemnification Matters. (a) This Article III Purchaser and Seller agree that Losses hereunder shall be limited to actual monetary damages only and shall not limit the rights and obligations include punitive, incidental, consequential, special, indirect or treble damages or damages based on loss of each Sponsor under Article IX future revenue, profits or Article X income, loss of the Master Formation Agreement business reputation or opportunity, diminution of value or on any type of multiple (except as expressly set forth thereinother than any Losses of Indemnified Party with respect thereto arising from any Third Party Claim). (b) Any Indemnified Party shall use commercially reasonable efforts to mitigate the amount of its Losses upon and after becoming aware of any facts or circumstances that would reasonably be expected to result in any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to take such commercially reasonable efforts, then notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not be required to indemnify the Indemnified Party for such portion of Losses that would reasonably have been avoided if the Indemnified Party had taken such commercially reasonable efforts. (c) Any liability for indemnification under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement. (cd) Each The amount of any Losses incurred or sustained by an Indemnified Party shall take all commercially reasonable steps be reduced (i) by any amount received by such Indemnified Party or its Affiliates with respect thereto under any insurance coverage relating thereto (other than insurance coverage provided by an Affiliate of such Indemnified Party), (ii) by any amount received by such Indemnified Party or its Affiliates with respect thereto from any non-Affiliated Person alleged to mitigate all Damages relating to a claim, including availing itself be responsible for any Losses or (iii) by the amount of any defense, limitations, rights of contributions, claims against third Persons and other rights at law currently available Tax benefit realized by the Indemnified Party (or equity (and any Affiliate thereof) arising from the cost and expenses incurrence or payment of such mitigation shall constitute Damages for all purposes hereunder)Loss; provided provided, however, that any failure to comply with this Section 3.4(cclause (iii) shall not limit apply to any Losses incurred or sustained by or with respect to any Acquired Company with respect to which a Section 338(h)(10) Election is made or any Subsidiary thereof. For the purposes of this Section 7.6(d), a Tax benefit shall be currently available to the extent that it results in a refund of or actual reduction in Tax with respect to the taxable period in which the Loss is incurred or indemnification is paid, or in any prior taxable period, or on any Tax Return with respect thereto. The Indemnified Parties shall use commercially reasonable efforts to collect any amounts available under third party insurance policies or recoverable from non-Affiliated Persons with respect to Losses sustained by such Indemnified Party’s remedies , provided that the pursuit of any such recovery shall not be a precondition to payment by the Indemnifying Party. If the Indemnified Party or its Affiliates receive any amounts under this Article III except applicable third party insurance policies, or from any non-Affiliated Person alleged to reduce be responsible for any Losses, in each case in connection with a matter giving rise to an indemnification payment, but subsequent to such indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party an amount of Damages equal to such recovered or recoverable amount (less any expense incurred by such Indemnified Party in an amount equal connection with obtaining such recovery) up to the Damages caused amount received by such the Indemnified Party or its Affiliates from the Indemnifying Party’s failure to comply with this Section 3.4(c). (de) If In determining whether a representation, warranty (other than those representations and warranties set forth in Sections 3.7(a) and 3.7(b)), covenant or agreement has been breached for purposes of the Seller Indemnifying Parties’ obligations to indemnify the Purchaser Indemnified Parties under Section 7.3 and the Purchaser’s obligations to indemnify the Seller Indemnified Parties under Section 7.2 and determining the amount of any Losses, “materiality”, “Purchaser Material Adverse Effect”, “Company Material Adverse Effect” and other similar materiality qualifiers contained in any such representation, warranty, covenant or agreement shall be disregarded. The right to indemnification, payment of Losses or any other remedy based on the breach of any representations, warranties, covenants or agreements will not be affected by any investigation conducted with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided that the party claiming such right to indemnification, payment or remedy, did not have knowledge (or should have known) of such breach on the date hereof. Notwithstanding the foregoing, the express waiver of any condition based upon the accuracy of any representation or warranty set forth in Section 6.2 or Section 6.3 or the performance of or compliance with any covenant will not affect the right of Purchaser or Seller, as the case may be, to indemnification, payment of Losses or other remedy based upon such waiver. (f) No Losses may be claimed hereunder by an Indemnified Party’s DamagesParty to the extent that such Losses have been taken into account in the calculation of the Final Target Statutory Capital and the Final Purchase Price pursuant to Section 2.3. (g) Except with respect to Taxes, in the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party pursuant to a claim or demand in a Claim Notice, such Indemnifying Party shall be subrogated to all rights of the Indemnified Party with respect to the claim to which such indemnification relates, provided, however, that the Indemnifying Party shall only be subrogated to the extent of any amount paid by it pursuant to this Article VII in connection with such claim. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner, and at any time subsequent to an the cost of such Indemnifying Party’s making , in presenting any subrogated right, defense or claim. (h) The Indemnified Parties are intended third party beneficiaries of a payment this Article VII and may specifically enforce its terms. (i) In the event any Action for indemnification under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”)VII has been finally determined, the amount of such Recoveries final determination shall be repaid by paid if the Indemnified Party to the applicable Indemnifying Party within fifteen is a (15i) days after receipt thereof by such Seller Indemnified Party, up by Purchaser and the Acquired Companies to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Seller Indemnified Party less Party, and (ii) any deductiblesPurchaser Indemnified Party, co-payments or other costs by Seller to the Purchaser Indemnified Party, in each case upon demand by Wire Transfer. An Action, and expenses (including reasonable legal fees the liability for and expenses and retrospective insurance premium adjustmentsamount of damages therefor, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid deemed to be “finally determined” for purposes of this Article VII when the parties hereto have so determined by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person mutual agreement or, if there is no disputed, when a final and non-appealable Governmental Order has been entered with respect to such Subsidiary, directly to the Operating CompanyAction.

Certain Indemnification Matters. (a) This Except in the case of fraud or willful misconduct, and without in any way limiting Seller’s indemnification obligations pursuant to Section 7.04 and Section 7.05, the indemnification provided in this Article III VI shall not limit at all times be the rights sole and obligations exclusive damages remedy for any inaccuracy or breach of each Sponsor under Article IX any representation or Article X of the Master Formation Agreement (except as expressly set forth therein)warranty or any failure to perform any covenant or agreement contained herein. (b) Any liability Liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability Liability constituting a breach of more than one representation, warranty, covenant or agreement. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c6.06(c) shall not limit any Indemnified Party’s remedies under this Article III VI except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c6.06(c). (d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article IIIVI, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) actually and reasonably incurred by the Indemnified Party in seeking such Recoveries. (e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.