Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, except for any indemnification by the Sellers under Section 11.2(a)(iv), which shall not be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: (i) unless the Person to be indemnified shall have given notice (stating in reasonable detail the basis of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and (ii) unless and until the amount of the Losses to the indemnified parties finally determined to arise thereunder exceeds, in the aggregate two hundred and fifty thousand dollars ($250,000) (the “Deductible”) and then only to the extent that such Losses exceed the Deductible; and (iii) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the Cap. (b) Nothing contained herein shall extend Seller’s liability to provide indemnity pursuant to Section 11.2(a)(iv) beyond the period of the statute of limitations applicable to the claim for a Healthcare Program Liability for which such indemnity is being sought. (c) Notwithstanding anything herein to the contrary, Purchaser shall not make any claim for indemnification under this Article XI in respect of any amount paid by ▇▇▇▇▇▇▇▇▇ as a cure amount pursuant the second proviso of the second sentence of Section 2.5.

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, except for any indemnification by the Sellers under Section 11.2(a)(iv), which 6.4.1 Seller as Indemnifying Party shall not be subject liable to this Section 11.5(a), an indemnifying party shall not have any liability the Buyer Indemnified Parties under Section 11.2(a) or 11.3(a), as applicable: (i) unless the Person to be indemnified shall have given notice (stating in reasonable detail the basis of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and (ii) unless and 6.1 until the aggregate amount of the all Losses to the indemnified parties finally determined to arise thereunder exceeds, in the aggregate two hundred and fifty thousand dollars (respect of indemnification under Section 6.1 exceeds $250,000) [***] (the “Deductible”) ), in which event Seller as Indemnifying Party shall be required to pay and then only shall be liable for Losses from dollar one, and the maximum aggregate amount that the Buyer Indemnified Parties may recover from Seller as Indemnifying Party for all Losses arising out of or resulting from the causes enumerated in Section 6.1 shall be limited to the extent that such Losses exceed the Deductible; and (iii) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) [***] (the “General Indemnity Cap”). The foregoing sentence notwithstanding, in the event of any claim pursuant to (i) once the total amount of Losses which the indemnifying party has paid hereunder equals the Cap. (b) Nothing contained herein shall extend Seller’s liability to provide indemnity Sections 6.1.2, 6.1.3, 6.1.4, 6.1.5, or 6.1.7 or any claim pursuant to Section 11.2(a)(iv) beyond the period 6.1.1 in respect of a breach or inaccuracy of any of the statute Tax Representations or any Fundamental Representation, the Deductible and General Indemnity Cap shall not apply with respect to such claim and the maximum aggregate liability of limitations applicable the Indemnifying Party in respect of all indemnity claims brought pursuant to this Article 6 shall be limited to $[***] (or, in the case of fraud other than intentional fraud, $[***]), (ii) Section 6.1.6, the Deductible and General Indemnity Cap shall not apply with respect to such claim and the Seller Indemnifying Parties shall only be liable for one-half of the amounts in respect of all indemnity claims brought pursuant to this Article 6; provided that the Seller Indemnifying Parties liability with respect to a Healthcare Program Liability for which such indemnity is being soughtclaim pursuant to Section 6.1.6 shall not exceed $[***] in the aggregate. (c) Notwithstanding anything herein 6.4.2 Payments by an Indemnifying Party pursuant to the contrary, Purchaser shall not make any claim for indemnification under this Article XI 6 in respect of any Loss shall be limited to the amount paid of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by ▇▇▇▇▇▇▇▇▇ the Indemnified Party (or the Acquired Companies) in respect of any such claim, less any reasonably related costs and expenses (including deductibles and premium increases), it being agreed that the Indemnified Party shall have no obligation to seek to recover any insurance proceeds or other indemnity, contribution or other similar payment in connection with making a claim under this Article 6, and that promptly after the actual receipt by such Indemnified Party of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified by the Indemnifying Party prior to the receipt of such insurance proceeds or other indemnity, contribution or similar payment. 6.4.3 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, except to the extent such damages are actually awarded in a final and nonappealable Order against an Indemnified Party in connection with a Third Party Claim or to the extent incurred by an Indemnified Party as a cure amount result of fraud, willful misconduct or intentional misrepresentation of Seller or any Acquired Company. 6.4.4 No Losses may be claimed by any Buyer Indemnified Party to the extent Buyer actually receives a Closing Cash adjustment in respect of such Losses pursuant the second proviso to Section 1.4. 6.4.5 Buyer shall make all filings and payments in respect of the second sentence India GST Matter on or before September 18, 2019, and no Losses may be claimed by any Buyer Indemnified Party in respect of Section 2.56.1.6 to the extent Buyer fails to timely make such filings and payments. 6.4.6 Buyer shall make reasonable commercial efforts to obtain an irrevocable and unconditional release of all claims against the Buyer Indemnified Parties (including, for the avoidance of doubt, the Acquired Companies) relating to facts, circumstances and events occurring prior to Closing by [***] and [***].

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to any other provisions of this Article IX, the contrarySecurityholders shall have no indemnification obligations for Losses under Sections 9.2 or 9.3, except and Parent shall have no indemnification obligations for any indemnification by the Sellers Losses under Section 11.2(a)(iv)9.4, which shall not be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: (i) unless the Person to be indemnified shall have given notice (stating in reasonable detail the basis of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and (ii) unless and until the aggregate amount of all such Losses by Parent Indemnified Parties, on the Losses to one hand, or the indemnified parties finally determined to arise thereunder exceedsSecurityholder Indemnified Parties, in on the aggregate two hundred and fifty thousand dollars ($250,000) other hand, exceeds * * * (the “DeductibleBasket”) ), and then only to the extent of such excess; provided that such Losses exceed the Deductible; and (iiilimitations contained in this Section 9.6(a) for shall not limit the liability of any Securityholder with respect to its indemnification obligations in respect of any Losses in excess relating to a breach under Sections 3.2 and 4.2 and the first sentence of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the CapSection 4.4. (b) Nothing contained herein shall extend Seller’s Except with respect to any claims arising from fraud, the aggregate maximum liability to provide indemnity be paid by the Securityholders under Sections 9.2 or 9.3, will be limited to the amount of available funds in the Escrow Account (whether or not reduced by this Article IX) and, after the Closing, on the date that the amount of cash in the Escrow Account is reduced to zero, Parent Indemnified Parties shall have no further rights to indemnification under this Article IX; provided, however, that (x) the foregoing shall not apply to any Losses relating to the breach by (1) the Company of its representations and warranties contained in Section 3.2, or (2) any Shareholder of its respective representations and warranties contained in Section 4.2 and the first sentence of Section 4.4, and (y) all indemnification claims in respect of Losses of the type described in clause (x)(1) above shall be made directly against the Securityholders and not from the Escrow Account, and all indemnification claims in respect of Losses of the type described in clause (x)(2) above shall be made directly against the relevant Shareholder and not from the Escrow Account; provided, that in the event that any such Losses have not been paid in full at any time that funds are to be released from the Escrow Account to one or more Securityholders with an obligation to pay such Losses (including with respect to the DC Shareholders, the obligations of the other DC Shareholders), funds from the Escrow Account that are attributable to such Securityholders shall be paid to the applicable Parent Indemnified Parties in satisfaction of any such Losses. Notwithstanding the foregoing, (i) the liability of a Securityholder that is not a DC Shareholder for Losses relating to this Agreement, including, without limitation, Losses relating to any breach by the Company of any of its representations and warranties in Section 3.2 (or any such Securityholder’s breach of its representations and warranties contained in Section 4.2 or the first sentence of Section 4.4), or otherwise with respect to any claim for fraud hereunder, shall be limited to an amount equal to the aggregate payment received by such Securityholder at the Effective Time pursuant to Section 11.2(a)(iv2.6, 2.7 or 2.8 hereof, as applicable, and any available funds in the Escrow Account and the Shareholders’ Representative Expense Account attributable to such Securityholder; and (ii) beyond the period liability of the statute DC Shareholders for Losses relating to this Agreement, including, without limitation, Losses relating to any breach by the Company of limitations applicable any of its representations and warranties in Section 3.2 (or any DC Shareholder’s breach of its representations and warranties contained in Section 4.2 or the first sentence of Section 4.4), or otherwise with respect to any claim for fraud hereunder, shall, collectively, be limited to an amount equal to the claim for a Healthcare Program Liability for which such indemnity is being soughtaggregate payment received by the DC Shareholders at the Effective Time pursuant to Section 2.6 hereof and any available funds in the Escrow Account and the Shareholders’ Representative Expense Account attributable to any of the DC Shareholders. (c) Notwithstanding anything herein Except with respect to any claims arising from fraud (which will be subject to the contrarylast proviso in Section 9.6(b) above), Purchaser the aggregate maximum liability to be paid to Parent under Section 9.3 will be limited to * * *; provided that the limitations contained in this Section 9.6(c) shall not make limit the liability to be paid to Parent with respect to any claim for indemnification under this Article XI in respect of any amount paid by ▇▇▇▇▇▇▇▇▇ as Losses relating to a cure amount pursuant the second proviso breach of the second representations and warranties in Sections 3.2, 4.2 or the first sentence of Section 2.54.4.

Certain Limitations on Indemnification. (a) Notwithstanding anything herein to the contrary, except for (x) any indemnification by the Sellers Seller under Section 11.2(a)(iv), (y) the breach of any covenant contained in Section 8.19, and (z) the Environmental Order on Consent Liabilities, none of which shall not be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: (i) unless the Person to be indemnified shall have given notice (stating in reasonable detail the basis of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and (ii) unless and until the amount of the Losses to the indemnified parties finally determined to arise thereunder exceeds, in the aggregate two hundred and fifty thousand dollars ($250,000) (the “Deductible”) and then only to the extent that such Losses exceed the Deductible; and (iii) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the Cap. (b) Nothing contained herein shall extend Seller’s liability to provide indemnity pursuant to Section 11.2(a)(iv) beyond the period of the statute of limitations applicable to the claim for a Healthcare Program Liability for which such indemnity is being sought. (c) Notwithstanding anything herein to the contrary, Purchaser shall not make any claim for indemnification under this Article XI in respect of any amount paid by ▇▇▇▇▇▇▇▇▇ Purchaser as a cure amount pursuant the second proviso of the second sentence of Section 2.5.

Certain Limitations on Indemnification. (a) Notwithstanding anything herein No Indemnified Party shall be entitled to the contrary, except indemnification in respect of any claim for any indemnification by the Sellers under Section 11.2(a)(iv), which shall not be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: unless and until (i) unless the Person to amount of Losses incurred in connection with any individual claim or series of related claims based on a similar set of operative facts is greater than the De Minimis Threshold and once the De Minimis Threshold has been exceeded, the Indemnified Party may be indemnified shall have given notice for all Losses related thereto (stating the “Non De Minimis Damages”) and not just the amount in reasonable detail excess of the basis De Minimis Threshold (but subject to any 84 remaining amount of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and Deductible), and (ii) unless and until the aggregate amount of the Losses to the indemnified parties Non De Minimis Damages that have finally been determined to arise thereunder exceeds, in be indemnifiable pursuant to this Article VIII exceeds one-half of one percent (0.5%) of the aggregate two hundred and fifty thousand dollars ($250,000) Unadjusted Base Consideration Amount (the “Deductible”), and once the Deductible has been exceeded, the Indemnified Party may be indemnified for all Non De Minimis Damages in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth in this Section 8.5(a) shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). (b) The aggregate amount of all Losses for which the Indemnifying Party shall be liable pursuant to Article VIII shall not exceed one half of one percent (0.5%) of the Unadjusted Base Consideration Amount (the “Indemnification Limit”); provided, however, that the Indemnification Limit shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). With respect to the matters set forth in sub-clause (iii) of the preceding sentence (other than covenants that are required to be performed after the Closing), the aggregate liability of the applicable Indemnifying Party shall not exceed fifty percent (50%) of the Unadjusted Base Consideration Amount (the “Liability Limit”). With respect to any claim for indemnification for any inaccuracy in or breach of any Fundamental Representation, the aggregate liability of the Indemnifying Party shall not exceed the Unadjusted Base Consideration Amount (the “Aggregate Liability Limit”). For the avoidance of doubt, neither the Liability Limit nor the Aggregate Liability Limit shall apply to sub-clause (ii) in the third preceding sentence. (c) With respect to Buyer Losses claimed pursuant to Section 8.2(a) (except in the case of fraud with respect thereto), and subject to Section 8.5(a), a Buyer Indemnitee shall recover Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from the Sellers pursuant to Section 8.2(a) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(b), if any) equal the Indemnification Limit and (ii) second, under the R&W Policy in accordance with its terms. (d) Solely with respect to Buyer Losses claimed pursuant to Section 8.2(b), the Buyer Indemnitees shall recover such Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from Sellers pursuant to Section 8.2(b) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(a), if any) equal the Indemnification Limit, (ii) second, under the R&W Policy in accordance with its terms and subject to Section 8.5(e) and (iii) third, directly from the Sellers. (e) The Buyer Indemnitees shall use commercially reasonable efforts to recover Buyer Losses under the R&W Policy; provided that the Buyer Indemnitees may concurrently seek recovery from the Sellers (subject to the limitations set forth in this Article 85 VIII) and the R&W Policy and any recoveries from the Sellers shall be subject to the Buyer Indemnitees’ reimbursement obligations set forth in the second sentence of Section 8.5(f). (f) The amount of any and all Buyer Losses indemnifiable under this Agreement shall be determined net of any amounts recovered by a Buyer Indemnitee with respect to such Buyer Losses from any third party or under or pursuant to any insurance policy pursuant to which or under which a Buyer Indemnitee has rights other than recoveries under the R&W Policy (unless and to the extent such proceeds are recovered in respect of breaches of or inaccuracies in the Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds, including any deductible, co-pay, premium increase and other out-of-pocket costs and expenses. If any Buyer Indemnitee receives such recovery from any third party or under or pursuant to any insurance policy after receipt of payment from the Sellers (other than the R&W Policy, unless and to the extent such proceeds are recovered in respect of Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), then only such Buyer Indemnitee shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the amount of all reasonable costs and expenses incurred in procuring such recovery), but not in excess of any amount previously paid by the Sellers to such Buyer Indemnitee in respect of such matter. The Sellers shall not be required to indemnify Buyer pursuant to Section 8.2 against any Losses to the extent that such Losses exceed liability was discharged (whether by payment or by the Deductible; and (iiiuse or set-off of any relief) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the Capon or before Closing. (bg) Nothing contained herein In calculating amounts payable to an Indemnified Party, the De Minimis Threshold, the Deductible and the Indemnification Limit, the amount of any loss shall extend Seller’s liability be determined without duplication of any Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to provide indemnity such Loss in the year such Loss is incurred, with the Loss treated as the last item of expense or deduction realized for such year. (h) Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to Section 11.2(a)(iv8.2 hereof (other than Section 8.2(d)) beyond (i) as to any fact, matter, circumstance or event for which a specific reserve or accrual is included as a current liability in the period final Closing Date Net Working Capital or as a liability (other than a current liability) in balance sheets as of the statute of limitations applicable Balance Sheet Date included in Financial Statements to the claim for a Healthcare Program Liability for which extent of such indemnity reserve or accrual or (ii) to the extent that the Indemnifying Party is being soughtable to prove that any Losses were attributable to such Indemnified Party’s willful misconduct. (ci) Notwithstanding anything herein In respect of any Loss for which indemnification may be sought pursuant to Article VIII, the Indemnified Party shall, and shall cause its Affiliates to, take commercially reasonable steps, at the Indemnifying Party’s request and expense, to mitigate any Losses upon becoming aware of any event which gives rise thereto. 86 (j) For all Tax purposes, the Parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the contraryClosing Consideration Amount except as otherwise required by applicable Law. (k) For the avoidance of doubt, Purchaser shall not make any claim for indemnification under this Article XI amounts in respect of any amount paid by ▇▇▇▇▇▇▇▇▇ which Buyer may be entitled to indemnification under Section 8.2(c) through Section 8.2(g) shall not be calculated as a cure amount pursuant the second proviso multiple of the second sentence of Section 2.5earnings, profits, revenues or sales.

Certain Limitations on Indemnification. (a) Notwithstanding anything herein No Indemnified Party shall be entitled to the contrary, except indemnification in respect of any claim for any indemnification by the Sellers under Section 11.2(a)(iv), which shall not be subject to this Section 11.5(a), an indemnifying party shall not have any liability under Section 11.2(a) or 11.3(a), as applicable: unless and until (i) unless the Person to amount of Losses incurred in connection with any individual claim or series of related claims based on a similar set of operative facts is greater than the De Minimis Threshold and once the De Minimis Threshold has been exceeded, the Indemnified Party may be indemnified shall have given notice for all Losses related thereto (stating the “Non De Minimis Damages”) and not just the amount in reasonable detail excess of the basis De Minimis Threshold (but subject to any remaining amount of its claim for indemnification) to the party from whom indemnification is being sought within six (6) months after the Closing Date or such longer Survival Period as is provided by Section 11.1 in which such claim for indemnification may be asserted; and Deductible), and (ii) unless and until the aggregate amount of the Losses to the indemnified parties Non De Minimis Damages that have finally been determined to arise thereunder exceeds, in be indemnifiable pursuant to this Article VIII exceeds one-half of one percent (0.5%) of the aggregate two hundred and fifty thousand dollars ($250,000) Unadjusted Base Consideration Amount (the “Deductible”), and once the Deductible has been exceeded, the Indemnified Party may be indemnified for all Non De Minimis Damages in excess of the Deductible. Notwithstanding the foregoing, the limitations set forth in this Section 8.5(a) shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). (b) The aggregate amount of all Losses for which the Indemnifying Party shall be liable pursuant to Article VIII shall not exceed one half of one percent (0.5%) of the Unadjusted Base Consideration Amount (the “Indemnification Limit”); provided, however, that the Indemnification Limit shall not apply to Losses based upon, arising out of, with respect to, or by reason of, any (i) inaccuracy in or breach of any Fundamental Representation, (ii) fraud on the part of any Seller or Buyer or (iii) any claim for indemnification pursuant to Section 8.2(c), Section 8.2(d), Section 8.2(e), Section 8.2(f), Section 8.2(g), Section 8.3(b) or Section 8.3(c). With respect to the matters set forth in sub-clause (iii) of the preceding sentence (other than covenants that are required to be performed after the Closing), the aggregate liability of the applicable Indemnifying Party shall not exceed fifty percent (50%) of the Unadjusted Base Consideration Amount (the “Liability Limit”). With respect to any claim for indemnification for any inaccuracy in or breach of any Fundamental Representation, the aggregate liability of the Indemnifying Party shall not exceed the Unadjusted Base Consideration Amount (the “Aggregate Liability Limit”). For the avoidance of doubt, neither the Liability Limit nor the Aggregate Liability Limit shall apply to sub-clause (ii) in the third preceding sentence. (c) With respect to Buyer Losses claimed pursuant to Section 8.2(a) (except in the case of fraud with respect thereto), and subject to Section 8.5(a), a Buyer Indemnitee shall recover Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from the Sellers pursuant to Section 8.2(a) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(b), if any) equal the Indemnification Limit and (ii) second, under the R&W Policy in accordance with its terms. (d) Solely with respect to Buyer Losses claimed pursuant to Section 8.2(b), the Buyer Indemnitees shall recover such Buyer Losses (i) first, from the Sellers until all Buyer Losses recovered from Sellers pursuant to Section 8.2(b) (taken together with Buyer Losses recovered from the Sellers pursuant to Section 8.2(a), if any) equal the Indemnification Limit, (ii) second, under the R&W Policy in accordance with its terms and subject to Section 8.5(e) and (iii) third, directly from the Sellers. (e) The Buyer Indemnitees shall use commercially reasonable efforts to recover Buyer Losses under the R&W Policy; provided that the Buyer Indemnitees may concurrently seek recovery from the Sellers (subject to the limitations set forth in this Article VIII) and the R&W Policy and any recoveries from the Sellers shall be subject to the Buyer Indemnitees’ reimbursement obligations set forth in the second sentence of Section 8.5(f). (f) The amount of any and all Buyer Losses indemnifiable under this Agreement shall be determined net of any amounts recovered by a Buyer Indemnitee with respect to such Buyer Losses from any third party or under or pursuant to any insurance policy pursuant to which or under which a Buyer Indemnitee has rights other than recoveries under the R&W Policy (unless and to the extent such proceeds are recovered in respect of breaches of or inaccuracies in the Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), it being understood that any amounts recovered under or pursuant to any insurance policy shall be calculated net of any reasonable costs associated with pursuing such insurance proceeds, including any deductible, co-pay, premium increase and other out-of-pocket costs and expenses. If any Buyer Indemnitee receives such recovery from any third party or under or pursuant to any insurance policy after receipt of payment from the Sellers (other than the R&W Policy, unless and to the extent such proceeds are recovered in respect of Sellers’ Fundamental Representations in excess of the retention under the R&W Policy), then only such Buyer Indemnitee shall promptly pay over to the Sellers the amount so recovered (after deducting therefrom the amount of all reasonable costs and expenses incurred in procuring such recovery), but not in excess of any amount previously paid by the Sellers to such Buyer Indemnitee in respect of such matter. The Sellers shall not be required to indemnify Buyer pursuant to Section 8.2 against any Losses to the extent that such Losses exceed liability was discharged (whether by payment or by the Deductible; and (iiiuse or set-off of any relief) for any Losses in excess of two million five hundred thousand dollars ($2,500,000) (the “Cap”) once the total amount of Losses which the indemnifying party has paid hereunder equals the Capon or before Closing. (bg) Nothing contained herein In calculating amounts payable to an Indemnified Party, the De Minimis Threshold, the Deductible and the Indemnification Limit, the amount of any loss shall extend Seller’s liability be determined without duplication of any Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be computed net of any Tax benefit actually realized by the Indemnified Party with respect to provide indemnity such Loss in the year such Loss is incurred, with the Loss treated as the last item of expense or deduction realized for such year. (h) Notwithstanding any other provision of this Agreement, in no event shall any Indemnified Party be entitled to indemnification pursuant to Section 11.2(a)(iv8.2 hereof (other than Section 8.2(d)) beyond (i) as to any fact, matter, circumstance or event for which a specific reserve or accrual is included as a current liability in the period final Closing Date Net Working Capital or as a liability (other than a current liability) in balance sheets as of the statute of limitations applicable Balance Sheet Date included in Financial Statements to the claim for a Healthcare Program Liability for which extent of such indemnity reserve or accrual or (ii) to the extent that the Indemnifying Party is being soughtable to prove that any Losses were attributable to such Indemnified Party’s willful misconduct. (ci) Notwithstanding anything herein In respect of any Loss for which indemnification may be sought pursuant to Article VIII, the Indemnified Party shall, and shall cause its Affiliates to, take commercially reasonable steps, at the Indemnifying Party’s request and expense, to mitigate any Losses upon becoming aware of any event which gives rise thereto. (j) For all Tax purposes, the Parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the contraryClosing Consideration Amount except as otherwise required by applicable Law. (k) For the avoidance of doubt, Purchaser shall not make any claim for indemnification under this Article XI amounts in respect of any amount paid by ▇▇▇▇▇▇▇▇▇ which Buyer may be entitled to indemnification under Section 8.2(c) through Section 8.2(g) shall not be calculated as a cure amount pursuant the second proviso multiple of the second sentence of Section 2.5earnings, profits, revenues or sales.