Common use of Determination of Loss Amount Clause in Contracts

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee or any of their Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitors.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 this Article VIII shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee or any of their Affiliates Indemnified Party on account of such Loss in the taxable year in which the Loss is incurred or the indemnification payment therefor is made or in the two succeeding taxable years (or any preceding taxable year, to the extent any deductions or losses are carried back), and (ii) any insurance proceeds or other amounts under indemnification agreements received by the Indemnified Party on account of such Loss (net of direct any deductible or co-payment or out-of-pocket costs of collection expensesand the Indemnified Party’s reasonable estimate of any increase in insurance premiums attributable to such recovery). (b) For purposes of Section 8.05(a), “Tax Benefit” shall mean the Indemnified Party’s reasonable estimate of the present value of any refund of Taxes to be paid or reduction in the amount of Taxes which otherwise would have been paid as a result of such indemnified Loss (with the timing and receipt or realization of such refund or reduction to be estimated in the reasonable discretion of the Indemnified Party), net of any indemnity, contribution or other similar payment received increase in Taxes payable by the Indemnitee from Indemnified Party on account of receipt of the indemnification payment, provided, that in calculating the present value of any third party with respect theretosuch amount, Buyer shall use as the discount rate the short-term applicable federal rate in effect at the time it calculates such Tax Benefit. If At the Indemnitee or time of the calculation of such Tax Benefit, the Indemnified Party shall (A) use commercially reasonable efforts to cause its Affiliates actually realizes independent auditor, which shall be a Tax Benefit after an indemnification payment is made “Big Four” accounting firm, to it but prior certify in writing to the date Indemnifying Party that such calculation is four years after based on reasonable assumptions, which certification shall be final and conclusive evidence of the later of (x) the Closing Date fact and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as (which cannot be challenged by the Indemnifying Party in any manner) and (B) deliver to the extent Indemnifying Party a certificate executed by an authorized officer certifying that such the Indemnified Party has not taken any action which was primarily intended to frustrate the purpose of Section 8.05(a)(i); provided that, except with respect to the certification in clause (B), nothing in this Section 8.05 shall affect the absolute discretion of the Indemnified Party and its Affiliates to arrange its Tax Benefit is actually realized by affairs in whatever way they consider fit (including any decision as to whether to seek recovery of any relevant Tax credit or Tax refund). Notwithstanding anything to the Indemnitee. Additionallycontrary, if, in no event shall the Indemnified Party or any of its Affiliates be required to disclose any of their Tax Returns or other documents or information relating to its Tax returns or other tax affairs in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of procedures set forth in this Section 8.05 (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not including in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together connection with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance Action or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsdispute).

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 13.2.1 or Section 7.03 13.4.1 shall be calculated net of (ia) any Tax Benefit actually realized by the Indemnitee inuring to Buyer or Shareholder, as applicable, and/or any of their respective Affiliates on account of such Loss, and (b) any insurance proceeds or other third party indemnification or reimbursement proceeds actually recovered on account of such Loss. If Buyer or Shareholder and/or any of their respective Affiliates realizes a Tax Benefit on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a such Tax Benefit after an indemnification payment is made to it but prior was not included in the computation of the Loss, Buyer or Shareholder, as applicable, shall within ten (10) days of filing the Tax Return claiming the Tax Benefit (or, to the date that extent the Tax Benefit is four years after in the later form of a refund, within ten (x10) days of receiving the Closing Date and (yrefund from the Governmental Entity) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor other party the amount of such Tax Benefit at such time or times as Benefit. Each party shall take all commercially reasonable actions (and shall cause its Affiliates to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts take all commercially reasonable actions) to timely claim any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee reduce the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing or give rise to a payment to or for the amount benefit of Taxes before the other party, under this Section 13.7. Buyer and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed)Shareholder shall, and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to cause their respective Affiliates to, seek full recovery under all insurance policies and other third-party agreements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance recovery or a recovery under any other recovery third-party agreement is made by Buyer or the Shareholder and/or any Indemnitee of their respective Affiliates with respect to any Loss for which any such Person Buyer Indemnified Party or any Shareholder Indemnified Party, as applicable, has been indemnified hereunder, then a refund payment equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly by Buyer or the Shareholder, as applicable to the Indemnitorother party for the benefit of the other party. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor The Shareholder shall be subrogated, to the extent of such payment, subrogated to all related rights of Buyer, the Indemnitees Companies and their Affiliates the Companies’ Subsidiaries in respect of any Losses indemnified by the IndemnitorsShareholder. The Buyer shall be subrogated to all rights of the Shareholder in respect of any Losses indemnified by the Buyer.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 9.02 or Section 7.03 9.03 shall be calculated net of (i) any Tax Benefit actually realized received by the Indemnitee or any of their its Affiliates on account of such Loss within one (1) year of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect theretothereto (including under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnitee or any of its Affiliates is a party or has rights) (the “Alternative Arrangements”), in each case net of the costs of collection and any increases in premiums or Taxes with respect to such proceeds. If the Indemnitee or its Affiliates actually realizes receives a Tax Benefit within one (1) year after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit (up to the amount of the indemnification payments previously made in respect of such Loss) at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion which otherwise would have been paid, in either case realized in cash, net of any such related Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsLosses. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies Alternative Arrangements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net up to the amount of direct collection expensesthe indemnification payments previously made in respect of such Loss) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitors.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 §9.1(a) shall be calculated net of (i) any Tax Benefit actually benefit realized in the form of a reduction in cash Tax payments by the Indemnitee Buyer Indemnified Parties for income tax purposes in the year in which the Loss was incurred as a result of such Loss and the present value of any Tax benefits likely to be received in the form of a reduction in cash Tax Payments by the Buyer Indemnified Parties for income tax purposes in future years as a result of such Loss, (ii) any reserves or accruals with respect to any Loss solely to the extent of their Affiliates the amount of such reserve or accrual that is included in the calculation of Closing Working Capital, and (iii) any insurance proceeds or other amounts under indemnification agreements with any third party as and when received by the Buyer Indemnified Parties on account of such Loss, net of any costs or expenses incurred or suffered by the Buyer Indemnified Parties in recovering such proceeds. The amount of any Losses subject to indemnification under §9.1 relating to Taxes shall include amounts that would have constituted Losses but for the set off or other utilization of any loss, deduction or credit arising in a Post-Closing Tax Period. (b) The amount of any Loss subject to indemnification under §9.2 shall be calculated net of (i) any Tax benefit realized in the form of a reduction in cash Tax payments by the Seller Indemnified Parties for income tax purposes in the year in which the Loss was incurred as a result of such Loss and the present value of any Tax benefits likely to be received in the form of a reduction in cash Tax Payments by the Seller Indemnified Parties for income tax purposes in future years as a result of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment amounts under indemnification agreements with any third party as and when received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount Seller Indemnified Parties on account of such Tax Benefit at such time Loss, net of any costs or times as and to the extent that such Tax Benefit is actually realized expenses incurred or suffered by the Indemnitee. Additionally, if, Seller Indemnified Parties in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after recovering such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunderproceeds. In the event that an insurance or other recovery is made by any Indemnitee Seller Indemnified Parties with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (not to exceed the amount of the indemnification payment, and net of direct collection expensesany related costs or expenses as provided above) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunderBuyer. (c) Notwithstanding anything contained in this Agreement to the contrary, such Indemnitor neither Seller nor Stanadyne shall be subrogatedliable to, or indemnify, the Buyer Indemnified Parties, and Buyer shall not be liable to or indemnify the Seller Indemnified Parties, for any Losses that are punitive (except to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsconstituting third party punitive claims).

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification and all Covered Losses under Section 7.02 or Section 7.03 shall this Article XI will be calculated determined net of (i) the present value of any Tax Benefit benefits reasonably anticipated to be actually realized (calculated using a discount rate of 6%, compounded monthly) by any Party seeking indemnification hereunder arising from the Indemnitee deductibility (or amortization, capitalization, creditability or other tax benefit, etc.) of any of their Affiliates on account of such Loss Covered Losses and (ii) any insurance proceeds (net of direct collection expenses) amounts recovered by any party or any Affiliate of a party under or pursuant to any insurance policy, title insurance policy, indemnity, contribution reimbursement arrangement or Contract pursuant to which or under which such party or such party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”). (b) In no event will the Buyer Indemnified Parties be entitled to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits, diminutions in value or punitive damages and, in particular, no “multiple of profits” or “multiple of cash flow” or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, valuation methodology will be used in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of calculating the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunderCovered Losses. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunderaddition, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall no indemnifying party will be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates liable hereunder in respect of any claim if such claim would not have arisen but for a change in legislation or accounting policies or a change in interpretation of applicable Legal Requirement as determined by a Governmental Body. Notwithstanding any other provision of this Agreement to the contrary, any Covered Loss claimed hereunder will be reasonable and in good faith in light of the facts then known regarding such Covered Loss . (c) No Buyer Indemnified Party will be entitled to any indemnification under this Article XI for any Covered Loss to the extent any such Covered Loss (i) was taken into account in determining the Final Balance Sheet or the Purchase Price, (ii) was reserved or accrued for in the Financial Statements or (iii) is disclosed in the Schedules in reference to the representation or warranty related to such Covered Loss. (d) Notwithstanding anything in this Agreement to the contrary, for purposes of the Parties’ indemnification obligations under this Article XI, all of the representations and warranties set forth in this Agreement or any certificate delivered pursuant to Section 2.4(a)(iv), 2.4(b)(i) or 2.4(c)(iv) that are qualified as “material,” “materially,” “material respects,” “material adverse effect,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification for purposes of determining (i) whether a breach of any such representation or warranty has occurred and (ii) the amount of Covered Losses indemnified by resulting from, arising out of or relating to any such breach of representation or warranty. Notwithstanding clause (i) of the Indemnitorsimmediately preceding sentence, the foregoing, qualifications of materiality and words of similar import or effect appearing in (A) the definition of Material Contracts and (B) any of the representations set forth in Section 3.5, Section 3.9(c), and Section 3.16 shall not be read out for purposes of determining whether any of such representations or warranties have been breached.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification and all Losses under Section 7.02 or Section 7.03 this Article IX shall be calculated determined net of (i) any Tax Benefit benefits actually realized by any party seeking indemnification hereunder arising from the Indemnitee deductibility of any such Losses and shall be increased by any Tax detriments realized by the party seeking indemnification hereunder and by any amounts recovered by any Indemnified Party or any of their such Indemnified Party’s Affiliates on account of such Loss and (ii) under or pursuant to any insurance proceeds (net of direct collection expenses) or any policy, title insurance policy, indemnity, contribution reimbursement arrangement or other similar payment received by the Indemnitee from any third contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of has rights (x) the Closing Date and (y) the date the Loss was suffered or incurredcollectively, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents“Alternative Arrangements”). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings The Indemnified Party shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all any insurance policies policy or title insurance policy covering any Loss to the same extent as they such party would if such Loss were not subject to indemnification hereunder. , but shall have no obligation to seek recovery under any indemnity, reimbursement arrangement, or contract. (b) In the no event that an insurance shall a Buyer Indemnitee or other recovery is made by a Seller Indemnitee be entitled to recover or make a claim for any amounts in respect of consequential, incidental or punitive damages or similar damages unless such amounts are paid to a third party. (c) No Buyer Indemnitee with respect shall be entitled to any indemnification under this Article IX for a Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such paymentLoss constitutes (i) Indebtedness or unpaid Seller Transaction Expenses, to all related rights specifically taken into account in the determination of the Indemnitees and their Affiliates in respect of any Losses indemnified by Final Purchase Price or (ii) a current liability on the IndemnitorsClosing Statement as finally determined, or to the extent a Buyer Indemnitee has already recovered for such matter.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 10.02(a) shall be calculated net of (ia) any Tax Benefit actually realized by Parent, the Indemnitee or Surviving Corporation, the Company Subsidiaries and/or any of their respective Affiliates on account of such Loss with respect to the Tax year of such Loss or either of the two (2) Tax years immediately following such Tax year, and (iib) any insurance proceeds or other third party indemnification or reimbursement proceeds received by any of them on account of such Loss (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party expense incurred in connection with respect theretoobtaining such proceeds). If Parent, the Indemnitee or its Surviving Corporation, the Company Subsidiaries and/or any of their respective Affiliates actually realizes realize a Tax Benefit after an indemnification payment is made to it but prior with respect to the date that is four years after the later Tax year of (x) the Closing Date and (y) the date the Loss or either of the two (2) immediately succeeding Tax years and such Tax Benefit was suffered or incurrednot included in the computation of the Loss, Parent shall within ten (10) days after filing the Indemnitee shall promptly Tax Return claiming the Tax Benefit (or, to the extent the Tax Benefit is in the form of a refund, within ten (10) days after receiving the refund from the Governmental Authority) pay to the Indemnitor Representative for distribution to the Holders the amount of such Tax Benefit at such time or times as Benefit. Parent shall use commercially reasonable actions (and shall cause the Surviving Corporation and the Company Subsidiaries to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts use commercially reasonable actions) to timely claim any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee reduce the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing or give rise to a payment to or for the amount benefit of Taxes before and after inclusion of any such Tax deductionthe Holders, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsunder this Section 10.07. The Indemnitee Parent shall use commercially reasonable efforts, and shall cause the Surviving Corporation, the Company Subsidiaries and their respective Affiliates to use commercially reasonable efforts to to, seek full recovery under all insurance policies and other third-party agreements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder; provided, that such commercially reasonable efforts shall not include the commencement of litigation. In the event that an insurance recovery or a recovery under any other recovery third-party agreement is made by Parent, the Surviving Corporation, the Company Subsidiaries and/or any Indemnitee of their respective Affiliates with respect to any Loss for which any such Person Parent Indemnified Party has been indemnified hereunder, then a refund payment equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly by Parent to the IndemnitorRepresentative for the benefit of the Holders pursuant to the Distribution Waterfall. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor The Holders shall be subrogatedsubrogated to all rights of Parent, the Surviving Corporation and the Company Subsidiaries against their respective applicable insurers to the extent of such payment, (but only to all related rights of the Indemnitees and their Affiliates in respect extent) of any Losses indemnified by the IndemnitorsHolders.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or 10.2 and Section 7.03 10.3 shall be calculated net of (i) any insurance proceeds (including under the Parent RWI Policy) actually received or paid on behalf of the prospective Indemnitee covering any of the Loss that is the subject to the claim for indemnity (in each case, net of any costs and expenses incurred in connection with the investigation or collection of such amounts by or on behalf of such Indemnitee and net of any experience based premium adjustments) actually and directly caused by Losses paid under such policies of insurance for claims based upon facts and circumstances otherwise giving rise to indemnifiable Losses hereunder, (ii) any net amounts recovered from other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement) (in each case, net of any costs and expenses incurred in connection with the investigation or collection of such amounts by or on behalf of such Indemnitee); and (iii) any Tax Benefit benefits actually realized (calculated on a “with and without” basis) by the Indemnitee or any of their Affiliates party being indemnified on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnityLoss, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and only to the extent such Tax benefit is realized in the year that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered incurred. In the event any Losses are recoverable under insurance policies or incurredother collateral sources, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee Parent Indemnified Parties shall use commercially reasonable efforts and proceed in good faith to seek full pursue recovery of such Losses under all such insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunderor other collateral sources. In the event that an insurance or other recovery is made received by any Indemnitee or a Tax benefit is realized by an Indemnitee in the year the Loss is incurred, in each case with respect to any a Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the insurance or other recovery (net of direct collection expenses) or Tax benefit shall be made promptly to the Indemnitor. If an Indemnitor makes an Indemnity Administrator that made or directed such indemnification payment hereunderpayments to such Indemnitee; provided, that the Indemnitee shall not be obligated to pay over any such Indemnitor shall be subrogated, to the extent of such payment, to all related rights amount or benefit in excess of the Indemnitees and their Affiliates in amount actually received from the indemnifying Party with respect of any Losses indemnified by the Indemnitorsto such claim.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 this Article 11 shall be calculated net of (ia) any net Tax Benefit actually realized by an Indemnified Party prior to the Indemnitee Survival Date as a result of incurrence or any of their Affiliates on account payment of such Loss and (iib) any insurance proceeds (net of direct collection expensesdeductibles) or any indemnity, contribution or other similar payment received actually recovered by the Indemnitee Indemnified Party from any third party with respect thereto. In computing the amount of any Tax Benefit, an Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the incurrence or payment of such Loss giving rise to indemnity under this Agreement. Any indemnification payment under this Article 11 shall be reduced to reflect any net Tax Benefit as set forth in (a), above, after the Indemnified Party has actually realized such Tax Benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is actually reduced below the amount of Taxes that such Indemnified Party would be required to pay but for the incurrence or payment of such Loss or the Indemnified Party actually receives a refund of Taxes. The determination of whether the Indemnified Party has actually realized any net Tax Benefit shall be made in good faith by the Indemnified Party. If the any Buyer Indemnitee or its Affiliates actually realizes a net Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredSurvival Date, the such Buyer Indemnitee shall promptly pay increase the outstanding principal amount of the Buyer PIK Note by an amount equal to such net Tax Benefit (including net of costs to the Indemnitor the amount of Buyer to obtain such Tax Benefit at Benefit). Buyer will, if the Sellers’ Representative so requests, cause the relevant Buyer Indemnitee to file for any tax benefit (including through the filing of any amended Tax Return) that the Sellers’ Representative reasonably believes such time or times as and Buyer Indemnitee is entitled to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of receive after an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such indemnification payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsBuyer Indemnitee. The Indemnitee Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies purchased by the Company covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the IndemnitorIndemnifying Party. If an Indemnitor makes an indemnification payment hereunderExcept in the case of fraud or intentional breach of any covenant or agreement set forth in this Agreement, such Indemnitor in no event shall any Indemnified Party be subrogatedentitled to recover or make a claim for any amounts in respect of lost revenues or profits (except that, with respect to Losses for lost revenues or profits, to the extent a court of such paymentcompetent jurisdiction determines that lost revenues or profits is the appropriate measure of Losses for the matter giving rise to the claim for Losses or if payable pursuant to a Third Party Claim) or punitive damages (except for Losses payable pursuant to a Third Party Claim). In no event shall any Buyer Indemnitee be entitled to recover or make a claim for any Taxes attributable to actions not contemplated by this Agreement and not taken in the Ordinary Course of Business, to all related rights in either case, taken by any of the Indemnitees and their Affiliates in respect Buyer or any of any Losses indemnified by the IndemnitorsTarget Companies after the Closing on the Closing Date.

Determination of Loss Amount. (a) The amount of any Loss loss subject to indemnification under Section 7.02 or Section 7.03 8.1 shall be calculated net of (i) net of any Tax Benefit actually realized by (as defined below) inuring to the Indemnitee or any of their Affiliates indemnitee on account of such Loss loss and (ii) net of any insurance proceeds received or receivable by the indemnitee on account of such loss (net after deduction for any cost of direct collection expenses) or any indemnitycollection, contribution deductible, retroactive premium adjustment, reimbursement obligation or other similar payment received by cost directly related to such insurance claim, and excluding any insurance proceeds related to the Indemnitee from any third party with respect theretoIndemnity Insurance Policy which are payable in order to indemnify the loss amount calculated hereunder). If the Indemnitee or its Affiliates actually realizes indemnitee receives a Tax Benefit on account of such loss after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee indemnitee shall promptly pay to the Indemnitor Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents)indemnitee. For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion which are paid or otherwise would have been paid on account of any such Tax deductionloss, for the immediate tax year in which such loss occurs, in an aggregate amount of refund or credit (treating such items of Tax deduction, loss or credit as the last items claimed)reduction that exceeds $50,000, and any in each case computed at the highest marginal tax rates applicable to the recipient of such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss loss to the same extent as they would if such Loss loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee indemnitee with respect to any Loss loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the IndemnitorPerson or Persons that provided such indemnity payments to such indemnitee. If an Indemnitor makes an indemnification payment hereunderFor Tax purposes, such Indemnitor shall be subrogated, the parties agree to treat all payments made under this Article 8 as adjustments to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the IndemnitorsTotal Merger Consideration.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 8.02 or Section 7.03 8.03 shall be calculated net of (i) any Tax Benefit actually realized received by the an Indemnitee or any of their Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received actually recovered by the an Indemnitee from any third party with respect thereto. If the an Indemnitee or its Affiliates actually realizes receives a Tax Benefit on account of a Loss after an indemnification payment is made to it but prior with respect to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredsuch Loss, the such Indemnitee shall promptly pay to the Indemnitor the amount of promptly, but in no event later than 30 calendar days after such time that such Tax Benefit at is actually realized by such time or times Indemnitee, as and to the extent that such Tax Benefit is actually realized by the such Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made pay to the Indemnitor but prior (or, if the Indemnitee is a Purchaser Indemnified Party, to the date that is four years after Representative (on behalf of the later of (xUnitholders)) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents)Benefit. For purposes hereof, “Tax Benefit” for any Indemnitee means (i) any refund of Taxes paid or (ii) the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Lossamount such Indemnitee’s liability for Taxes for the taxable period, calculated by computing excluding the relevant amount of credit, deduction, or Loss, would exceed such Indemnitee’s actual liability for Taxes before and after inclusion for such period, calculated by taking into account the relevant amount of credit, deduction, or Loss, in each case computed at the highest marginal Tax rates applicable to the recipient of such benefit. A Tax Benefit shall be actually received, in the case of any refund of Taxes paid, upon the later of the receipt of the refund and the filing of the final Tax Return required to be filed and showing entitlement to such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed)refunds, and any such Tax savings shall be treated as actually realized in the case of a reduction of a liability for Taxes, upon the filing the of a Tax Return reflecting showing such reduction in Tax savingsliability. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination with respect to the Indemnitee’s liability for Taxes, and payments between the parties to this 42 Agreement to reflect such adjustment shall be made if necessary. Each Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery from a third party is made received by any Indemnitee with respect to any Loss for which any such Person Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct any expenses (consisting of collection expensescosts and increased premiums directly related to such recovery) incurred by the Indemnitor in collecting such amount) shall promptly, but in no event later than 30 calendar days after receipt thereof, be made promptly paid to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder(or, such Indemnitor shall be subrogatedif the Indemnitee is a Purchaser Indemnified Party, to the extent of such payment, to all related rights Representative (on behalf of the Indemnitees and their Affiliates Unitholders)). In no event shall the Purchaser Indemnified Parties be entitled to recover or make a claim for any amounts in respect of any Losses indemnified consequential, punitive or exemplary damages, except to the extent awarded or imposed by a court or other Governmental Authority pursuant to a third party claim. 8.07 Acknowledgment of the Purchaser. Each of the Purchaser and the Merger Sub acknowledges that in making its determination to proceed with the transactions contemplated by this Agreement it has conducted to its satisfaction an independent investigation of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Company and its Subsidiaries, and the Purchaser and the Merger Sub have relied on the results of their own independent investigation and the representations and warranties of the Company expressly and specifically set forth in this Agreement, including the Disclosure Schedules hereto. Such representations and warranties by the IndemnitorsCompany constitute the sole and exclusive representations and warranties of the Company, its Subsidiaries and (except as expressly set forth in the Letters of Transmittal) the Unitholders to the Purchaser and the Merger Sub in connection with the transactions contemplated hereby, and the Purchaser and the Merger Sub understand, acknowledge and agree that all other representations and warranties of any kind or nature expressed or implied (including, but not limited to, any relating to the future or historical financial condition, results of operations, assets or liabilities of the Company or its Subsidiaries, or the quality, quantity or condition of the Company’s or its Subsidiaries’ assets) are specifically disclaimed by the Company, its Subsidiaries and (except as expressly set forth in the Letters of Transmittal) the Unitholders. Except as expressly provided in this Agreement, the Company, its Subsidiaries and the Unitholders do not make or provide, and the Purchaser and the Merger Sub hereby waive, any warranty or representation, express or implied, as to the quality, merchantability, as for a particular purpose, or condition of the Company’s and its Subsidiaries’ assets or any part thereto. In connection with the Purchaser’s investigation of the Company and its Subsidiaries, the Purchaser has received certain projections, including projected statements of operating revenues and income from operations of the Company and its Subsidiaries and certain business plan information. The Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, projections and other forecasts and plans, that the Purchaser is familiar with such uncertainties and that the Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections and other forecasts and plans so furnished to it, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts. Accordingly, the Purchaser hereby acknowledges that none of the Company, its Subsidiaries or the Unitholders is making any representation or warranty with respect to such estimates, projections and other forecasts and plans, including, without limitation, the reasonableness of the assumptions underlying such estimates, projections and forecasts.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 8.02 or Section 7.03 8.03 shall be calculated net of (i) any Tax Benefit actually realized received by the an Indemnitee or any of their Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received actually recovered by the an Indemnitee from any third party with respect thereto. If the an Indemnitee or its Affiliates actually realizes receives a Tax Benefit on account of a Loss after an indemnification payment is made to it but prior with respect to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredsuch Loss, the such Indemnitee shall promptly pay to the Indemnitor the amount of promptly, but in no event later than 30 calendar days after such time that such Tax Benefit at is actually realized by such time or times Indemnitee, as and to the extent that such Tax Benefit is actually realized by the such Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made pay to the Indemnitor but prior (or, if the Indemnitee is a Purchaser Indemnified Party, to the date that is four years after Representative (on behalf of the later of (xUnitholders)) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents)Benefit. For purposes hereof, “Tax Benefit” for any Indemnitee means (i) any refund of Taxes paid or (ii) the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Lossamount such Indemnitee’s liability for Taxes for the taxable period, calculated by computing excluding the relevant amount of credit, deduction, or Loss, would exceed such Indemnitee’s actual liability for Taxes before and after inclusion for such period, calculated by taking into account the relevant amount of credit, deduction, or Loss, in each case computed at the highest marginal Tax rates applicable to the recipient of such benefit. A Tax Benefit shall be actually received, in the case of any refund of Taxes paid, upon the later of the receipt of the refund and the filing of the final Tax Return required to be filed and showing entitlement to such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed)refunds, and any such Tax savings shall be treated as actually realized in the case of a reduction of a liability for Taxes, upon the filing the of a Tax Return reflecting showing such reduction in Tax savingsliability. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination with respect to the Indemnitee’s liability for Taxes, and payments between the parties to this Agreement to reflect such adjustment shall be made if necessary. Each Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery from a third party is made received by any Indemnitee with respect to any Loss for which any such Person Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct any expenses (consisting of collection expensescosts and increased premiums directly related to such recovery) incurred by the Indemnitor in collecting such amount) shall promptly, but in no event later than 30 calendar days after receipt thereof, be made promptly paid to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder(or, such Indemnitor shall be subrogatedif the Indemnitee is a Purchaser Indemnified Party, to the extent of such payment, to all related rights Representative (on behalf of the Indemnitees and their Affiliates Unitholders)). In no event shall the Purchaser Indemnified Parties be entitled to recover or make a claim for any amounts in respect of any Losses indemnified consequential, punitive or exemplary damages, except to the extent awarded or imposed by the Indemnitorsa court or other Governmental Authority pursuant to a third party claim.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 or Section 8.03 shall be calculated net of (i) any Tax Benefit actually (and not potentially) realized by the Indemnitee on account of such Loss, (ii) any reserves set forth in the Latest Balance Sheet relating specifically to such Loss and (iii) any insurance proceeds or any other amounts under indemnification agreements actually (and not potentially) received by the Indemnitee on account of their Affiliates such Loss. If the Indemnitee actually realizes a Tax Benefit on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee shall promptly pay to the Indemnitor Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes to be paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion which otherwise would be owed by the Indemnitee, in each case computed at the highest marginal tax rates applicable to the recipient of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all any insurance policies and/or indemnification agreements potentially covering any Loss Loss. For the purposes of this Section 7.06 only, “commercially reasonable” means the Indemnitee’s actions must be commercially reasonable taking into account all relevant considerations, including the risk of increased insurance premiums, the impact on insurance claims history, the risk of insurance non-renewal, other insurance policy risks and consequences and all other foreseeable consequences related to the same extent as they would if such Loss were not subject to indemnification hereunderthird parties, including foreseeable impacts on customer, reseller, vendor, distributor, supplier, strategic alliance, partner or other relationships. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expensesafter deducting related costs and Expenses and any resulting increased premium costs) shall be made promptly to the IndemnitorPerson or Persons that provided such indemnity payments to such Indemnitee. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor The Indemnitors shall be subrogated, to the extent of such payment, subrogated to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitors. For Tax purposes, the parties agree that all payments made under this Article VII and Section 8.03 constitute adjustments to the Purchase Price and shall report any payments as such on their Tax Returns, unless otherwise required by applicable Law.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 9.02 or Section 7.03 9.03 shall be calculated net of (i) any Tax Benefit benefit actually realized by the Indemnitee or any of their its Affiliates on account of such Loss on or before the second anniversary of the end of the taxable year in which the Loss occurs and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received actually recovered (net of any deductible payable with respect to the applicable insurance policy, indemnity contribution or similar payment borne and any related cost of collection, in each case by a Purchaser Party or Equityholder Party) by the Indemnitee from any third party with respect thereto. If thereto (including pursuant to any contractual rights to third party indemnification in favor of the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later Company existing as of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documentsDate). For purposes hereof, “A Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings benefit shall be treated as actually realized upon the receipt of a refund of Taxes paid (or credit in lieu of refund) or the filing of a Tax Return, including an estimated Tax Return, showing a Tax benefit, including any increase in Tax attributes (or, if earlier, the date when such a Tax Return reflecting should have been timely filed, including properly obtained extensions) calculated on a “with and without” basis with respect to Tax benefits arising as a result of such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunderLoss. In the event that an insurance insurance, Tax benefit or other recovery specified in the first or next sentence of this Section 9.05 is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net less the cost of direct collection expensesof such recovery and any portion of the Loss paid by the Indemnitee or any Affiliate thereof (and not indemnified hereunder) due to the limitation on liability provisions (including the Deductible) that may be applicable to such recovery) shall be made promptly to the Indemnitor. The Purchaser Parties shall use reasonable best efforts to collect or recover from their subcontractors (including by direct collection, withholding of other payments owed, seeking indemnification and reimbursement or otherwise) with respect to any Losses actually suffered by the Purchaser Parties arising out of the Special Tax Matter, whether or not such Losses are indemnifiable hereunder. If the Purchaser Parties recover or receive any proceeds (e.g., an Indemnitor makes an indemnification payment hereunderaward of damages or amount paid in settlement) related to the matters set forth on the Specific Indemnity Schedule, such Indemnitor proceeds shall be subrogated, belong to the extent Equityholders, and the Purchaser shall promptly pay the amount of such paymentproceeds to the Stockholder Representative, to all related rights for the benefit of the Indemnitees Equityholders, within fifteen (15) days after such recovery or receipt, and their Affiliates the Stockholder Representative shall distribute such proceeds in accordance with Section 1.05(b) with respect of any Losses indemnified by to the IndemnitorsOptionholders.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 9.2 or Section 7.03 9.3 shall be calculated net of (i) any Tax Benefit actually realized by inuring to the Indemnitee or any of their Affiliates on account of such Loss and Loss, (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes thereto (a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x“Collateral Source”) the Closing Date and (yiii) any specific accruals or reserves (or overstatement of liabilities in respect of actual liability) included in the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents)Financial Information. For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before which otherwise would have been paid, in each case computed at the highest marginal tax rates applicable to the recipient of such benefit. The parties shall take and after inclusion shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any such Tax deductionevent that would reasonably be expected to, loss or credit (treating such items of Tax deductiondoes, loss give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss. Indemnification under this Article IX shall not be available to Buyer or credit the Sellers, as the last items claimed)case may be, and any such Tax savings shall be treated as actually realized upon unless the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially party seeking indemnification under this Article IX first uses its reasonable best efforts to seek full recovery under from all insurance policies covering any Loss Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure as a result of the provisions hereof to the same extent as they would if such Loss were not subject to indemnification benefit of any Collateral Source hereunder. In The Indemnitor may require an Indemnitee to assign the event that an insurance or other rights to seek recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal pursuant to the aggregate preceding sentence; provided, that the Indemnitee will then be responsible for pursuing such recovery at its own expense. If the amount to be netted hereunder from any payment required under Section 9.2 or Section 9.3 is not received until after payment by the Indemnitor of any amount otherwise required to be paid to an Indemnitee pursuant to this Article IX, the recovery (net of direct collection expenses) Indemnitee shall be made promptly repay to the Indemnitor. If an , promptly after such receipt, any amount that the Indemnitor makes an indemnification payment hereunder, would not have had to pay pursuant to this Article IX had such Indemnitor shall be subrogated, to receipt been made at the extent time of such payment, to all related rights of the Indemnitees and their Affiliates . Buyer shall not make any claim for indemnification under this Article IX in respect of any Losses indemnified by matter that is fully taken into account in the Indemnitorscalculation of any adjustment to the Base Purchase Price pursuant to Article II.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 9.02 or Section 7.03 9.03 shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee or any of their its Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received recovered by the Indemnitee from any third party with respect thereto; provided that the amount deemed to be so recovered under any insurance policy shall be net of (i) the applicable deductible for such policies and (ii) any increase in the premium for such policies directly attributable to such Losses. If the a Purchaser Indemnitee or its Affiliates actually realizes receives a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the such Purchaser Indemnitee shall promptly pay to the Indemnitor Seller the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereofof this Section 9.06, “Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion that otherwise would have been paid, in each case computed at the highest marginal tax rates applicable to the recipient of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they it would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net after deducting therefrom the full amount of direct collection expensesthe expenses incurred by such Indemnitee in procuring such recovery) shall be made promptly to the Indemnitor. If an ; provided that (a) any such refund shall not be in excess of the amount previously so paid to or on behalf of such Indemnitee by the Indemnitor makes an indemnification payment hereunderin respect of such matter, and (b) prior to the termination of the Escrow Account, any such Indemnitor amount recovered by a Purchaser Indemnitee shall be subrogateddeposited into the Escrow Account to fund the indemnification obligations under Section 9.02(a) (rather than be paid over to the Seller) if the amount previously so paid to or on behalf of such Indemnitee by the Indemnitor in respect of such matters was funded out of the Escrow Account. Each party hereby waives, to the extent of such paymentpermitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsindemnifiable Losses.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 8.02, Section 8.03 or Section 7.03 8.05 shall be calculated net of (i) any Indemnity Tax Benefit actually realized by inuring to the Indemnitee or any of their Affiliates on account of such Loss within the four year period after the Closing Date and (ii) any insurance proceeds (net of direct collection expenses) received or any indemnity, contribution or other similar payment received receivable by the Indemnitee from any third party with respect theretoon account of such Loss. If Subject to the time limitation set forth in the preceding sentence, if the Indemnitee or its Affiliates actually realizes receives a Indemnity Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee shall promptly pay to the Indemnitor Person or Persons that made such indemnification payment the amount of such Indemnity Tax Benefit at such time or times as and to the extent that such Indemnity Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Indemnity Tax Benefit” means the Tax savings actually realized by an Indemnitee shall mean any refund of Taxes paid or its Affiliates that is attributable to any deduction, loss, payable or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion which otherwise would have been paid, in each case computed at the highest marginal tax rates applicable to the recipient of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee shall use commercially reasonable best efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they it would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, Person or Persons that provided such Indemnitor shall be subrogated, indemnity payments to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the IndemnitorsIndemnitee.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 shall be calculated net of (i) any Tax Benefit benefit actually realized by the Indemnitee or any of their its Affiliates on account of such Loss on or before the second anniversary of the end of the taxable year in which the Loss occurs and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received actually recovered (net of any deductible payable with respect to the applicable insurance policy, indemnity contribution or similar payment borne and any related cost of collection, in each case by a Purchaser Party or Seller Party) by the Indemnitee from any third party with respect thereto. If thereto (including pursuant to any indemnities from prior acquisitions by the Indemnitee or Surviving Company and its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as Subsidiaries and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date representation and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documentswarranty insurance policies). For purposes hereof, “A Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings benefit shall be treated as actually realized upon the receipt of a refund of Taxes paid or the filing of a Tax Return, including an estimated Tax Return, showing a Tax benefit (or, if earlier, the date when such a Tax Return reflecting should have been timely filed, including properly obtained extensions) calculated on a “with and without” basis with respect to Tax benefits arising as a result of such Tax savingsLoss. The Indemnitee shall use commercially reasonable efforts to seek seek, as its first recourse, full recovery under all indemnities (other than this Agreement) and insurance policies (including pursuant to any indemnities from prior acquisitions by the Surviving Company and its Subsidiaries and to any representation and warranty insurance policies) covering any Loss to the same extent as they it would if such Loss were not subject to indemnification hereunder; provided, that the Indemnitee shall be permitted to make a claim for indemnification following the submission of any claim under any other indemnity or insurance policy (including any representation and warranty insurance policy); provided, further, that, for the avoidance of doubt, the preceding proviso shall not change the priority of recourse set forth in this sentence. In the event that an insurance or other recovery specified in the first sentence of this Section 7.05 is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net less the cost of direct collection expensesof such recovery and any portion of the Loss paid by the Indemnitee or any Affiliate thereof (and not indemnified hereunder) due to the limitation on liability provisions (including the Deductible or any deductible under any representation or warranty insurance policy) that may be applicable to such recovery) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogatedEach party hereby waives, to the extent of such paymentpermitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsindemnifiable Losses.

Determination of Loss Amount. (a) The amount of any Loss Losses subject to indemnification under pursuant to Section 7.02 or Section 7.03 6.1(a), shall be calculated reduced by any insurance proceeds previously received by any Buyer Indemnified Party with respect to such Losses (net of any applicable deductible or co-payment, Buyer’s reasonable estimate of any increase in insurance premiums attributable to such recovery and all out of pocket costs related to such recovery) from any insurance carrier pursuant to any insurance coverage in place. If any insurance proceeds are subsequently recovered by any Buyer Indemnified Party from an insurance carrier after payment has been made by the Seller to the Buyer Indemnified Parties in accordance with this Article VI with respect to the Losses to which such insurance recoveries relate, then the Buyer shall promptly remit to the Seller such insurance recoveries (net of any deductible or co-payment, Buyer’s reasonable estimate of any increase in insurance premiums attributable to such recovery and all out of pocket costs related to such recovery); provided that in no event shall the Buyer have any obligation hereunder (i) to remit to the Seller any Tax Benefit actually realized by the Indemnitee or any of their Affiliates on account portion of such Loss and insurance recoveries in excess of the indemnification payment or payments actually received from the Seller with respect to such Losses or (ii) to make, or to cause the Company to make, any insurance proceeds (net of direct collection expenses) claim or to pursue any indemnity, contribution or other similar payment received by the Indemnitee recovery from any insurance carrier or third party with respect thereto. If , subject to Section 6.8(e). (b) The Buyer Indemnified Parties’ right to indemnification from the Indemnitee or its Affiliates actually realizes a Seller pursuant to Section 6.1 and the Seller Indemnified Parties’ right to indemnification from the Buyer pursuant to Section 6.2 with respect to any Losses will be determined without regard to any Tax Benefit after benefits realized by such Indemnified Party by reason of such Losses. (c) To the extent that Seller has an indemnification payment is made obligation pursuant to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredthis Article VI, the Indemnitee shall promptly pay to the Indemnitor Seller may set off the amount of such Tax Benefit at indemnification against any amounts then due and unpaid to Seller by any of the Buyer Indemnified Parties within the time period allowed for payment to Seller. To the extent that Buyer has an indemnification obligation pursuant to this Article VI, Buyer may set off the amount of such indemnification against any amounts then due and unpaid to Buyer by any of the Seller Indemnified Parties within the time or times period allowed for payment to Buyer. (d) Upon and after becoming aware of any event which is reasonably likely to give rise to Losses subject to indemnification hereunder, the Parties shall use and the Buyer shall cause the Company to use commercially reasonable efforts to mitigate their respective Losses arising from such events, in each case, as and to the extent that such Tax Benefit is actually realized required by the Indemnitee. Additionallyapplicable law. (e) To avoid double-counting, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal party hereto would otherwise be obligated to the aggregate amount of the recovery (net of direct collection expenses) shall provide indemnification hereunder will be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, offset to the extent of such payment, to all related rights Loss is reflected in the determination of the Indemnitees and their Affiliates in Final Purchase Price. (f) Seller will have no obligation to indemnify, defend or hold harmless Buyer Indemnified Parties under Section 6.1(a)(i) with respect to any Losses resulting from any breach of any Losses indemnified by representation or warranty made in this Agreement (other than any Fundamental Representations) if Buyer had knowledge on or before the IndemnitorsClosing of (i) such breach or (ii) any facts, circumstances or other information from which a Person would, or could reasonably be expected to, conclude that such a breach occurred or may have occurred.

Determination of Loss Amount. (ad) The amount of any Loss subject to indemnification under Section 7.02 9.02 or Section 7.03 9.03 shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee or any of their Affiliates on account of such Loss and (ii) any insurance proceeds amounts recovered (net of direct collection expensesany costs incurred to recover such proceeds) by any Indemnitee or any of such Indemnitee’s Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, contribution reimbursement arrangement or other similar payment received by the Indemnitee from any third party with respect thereto. If the contract pursuant to which or under which such Indemnitee or its such Indemnitee’s Affiliates actually realizes is a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of party or has rights (x) the Closing Date and (y) the date the Loss was suffered or incurredcollectively, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents“Alternative Arrangements”). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to shall mean (x) any deduction, loss, or credit, resulting from or arising out refund of Taxes paid (including a credit in lieu of a Tax refund) received in (or prior to) the taxable year of the Loss or any of the three (3) taxable years immediately following the taxable year of the Loss or (y) the amount by which the Indemnitee’s Liability for Taxes for all taxable years prior to and including the tax year of the Loss, calculated by computing excluding the relevant amount of credit, deduction or Loss, would exceed the Indemnitee’s actual Liability for Taxes before and after inclusion for such period, calculated by taking into account the relevant amount of any such Tax credit, deduction, loss or credit (treating Loss, in each case computed at the actual Tax rates applicable to the recipient of such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies Alternative Arrangements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other a recovery is made under an Alternative Arrangement by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount recovery to the extent of the recovery (net of direct collection expenses) indemnification payment made shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitors.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 9.02, Section 9.03 or Section 7.03 11.03 shall be calculated net of (i) any Tax Benefit actually realized received by the Indemnitee on account of such Loss, (ii) any reserves for current accounts set forth in the Closing Statement to the extent such reserves were increased since the Latest Balance Sheet (to the extent not already covered by Section 9.02(d)(iii)) and (iii) any Net Insurance Proceeds or any other amounts under indemnification agreements actually received by the Indemnitee on account of their Affiliates such Loss, including without limitation that certain Stock Purchase Agreement dated November 1, 2004 by and among the Company, certain of its Subsidiaries and the sellers party thereto (the "Prior Acquisition Agreement"). If the Indemnitee receives a Tax Benefit on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee shall promptly pay to the Indemnitor Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “"Tax Benefit” means the Tax savings " shall mean any refund of Taxes actually realized by an Indemnitee paid or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing actual reduction in the amount of Taxes before and after inclusion which otherwise would have been paid. To the extent that a Tax Benefit could give rise to a refund of any Taxes, the Indemnitee shall take all reasonable steps to claim such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsa refund. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies and/or indemnification agreements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for hereunder (which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogatedmay, to the extent commercially reasonable, include commencing litigation against the insurer or indemnifying parties under such indemnification agreement); provided, however, (x) the Indemnitee shall obtain the prior written consent of the Indemnitor (not to be unreasonably withheld) before entering into any settlement of a claim under any indemnity agreement or provision (including, without limitation, under the Prior Acquisition Agreement) if the amount of such paymentsettlement does not fully satisfy all Losses relating to or arising from such claim, to all related rights and (y) once indemnity for any Loss is sought by a Buyer Indemnified Party under any applicable indemnification provision of the Indemnitees Prior Acquisition Agreement and their Affiliates in respect such Loss remains unsatisfied for a period of any Losses indemnified not less than 180 days, the Buyer Indemnified Party shall be entitled to pursue indemnification under the provisions of this Agreement. The fees and expenses incurred by the Indemnitors.Company or any Subsidiary in using commercially reasonable efforts to seek recovery under all insurance policies and/or indemnification agreements covering any Loss, including under the Prior Acquisition Agreement, shall be included in the definition of Losses under this Agreement. To the extent indemnity is not available under

Determination of Loss Amount. (a) 10.7.1 The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 Article 10 shall be calculated net of (i) any Tax Benefit actually realized insurance proceeds received by the Indemnitee or any of their Affiliates indemnitee on account of such Loss and (ii) Loss. No loss, liability, damage or expense shall be deemed to have been sustained by such Party to the extent of any proceeds previously received by such Party from any insurance proceeds recovery (net of direct collection expenses(A) or all out-of-pocket costs directly related to such recovery and (B) any indemnity, contribution or other similar payment received by deductibles for the Indemnitee applicable insurance policy and (C) reasonable estimates of increased premiums resulting from any third party such recovery) with respect theretoto insurance coverage in place as of the date hereof. If Nothing in this Agreement shall obligate any indemnitee to seek recovery under any insurance policy for any Loss. 10.7.2 The amount of Loss with respect to which an indemnitee is to be indemnified pursuant to Article 10 initially shall be determined without regard to any Tax Benefit. However, to the Indemnitee or its Affiliates extent that the indemnitee actually realizes a tax benefit (a “Tax Benefit after an indemnification Benefit”) with respect to any payment is for Losses made to it but prior to hereunder through a refund of Taxes or reduction in actual amount of Taxes that otherwise would be payable by the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredindemnitee, the Indemnitee indemnitee shall promptly pay to the Indemnitor indemnitor the amount of such Tax Benefit (but not in excess of the indemnification payment or payments actually received from the indemnitor with respect to such Losses) at such time or times as and to the extent that the indemnitee or any Affiliate of such indemnitee actually realizes such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents)Benefit. For purposes hereofthis purpose, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, Benefits shall be calculated by computing the amount of Taxes before and after inclusion of any Tax items attributable to such Losses for which indemnification was made and treating such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed)claimed for any taxable period and shall be reduced by the amount of any related Tax detriment suffered by the indemnitee. Buyer, on the one hand, and Seller, on the other hand, agree to provide the other or its designated representatives with assistance and such documents and records reasonably requested by them that are relevant to their ability to determine when an amount is payable to, or receivable from, the other party pursuant to this Section, including copies of Tax Returns, estimated Tax payments, schedules and related supporting documents. If any adjustments are made to any Tax Return relating to the indemnitee for any taxable period as a result of or in settlement of any audit, other administrative proceeding or judicial proceeding or as the result of the filing of an amended return to reflect the consequences of any determination made in connection with any such audit or proceeding and if such adjustment results in any change in the amount of any Tax savings shall be treated as actually realized upon the filing the Benefit or Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss detriment to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunderindemnitee, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall appropriate payments will be made promptly between the indemnitor and the indemnitee in accordance with the previous sentence to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, properly reflect such Indemnitor shall be subrogated, to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsadjustment amount.

Determination of Loss Amount. (a) The Notwithstanding anything to the contrary in this Agreement, the amount of any Loss subject to indemnification under Section 7.02 Sections 8.02 or Section 7.03 8.03 (i) shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee or any net amount of their Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received (excluding recoveries under the Rep & Warranty Policy) actually recovered by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date thereto and (yii) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized Loss relates to Eureka or any of its Subsidiaries, shall be reduced by the Indemnitee. Additionally, if, in connection with percentage of the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit outstanding Eureka Common Units not held by Purchaser immediately after such payment is made giving effect to the Indemnitor but prior to transactions contemplated by this Agreement. Each of Purchaser and its Subsidiaries (including, following the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredClosing, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjustedAcquired Entities) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use its commercially reasonable efforts to seek full recovery and collect any amounts available under all any insurance policies or indemnity, contribution or other similar payment recoverable by Purchaser or the Acquired Entities from any third party covering any Loss to the same extent as they it would if such Loss were not subject to indemnification hereunder; provided that none of Purchaser or any of its Subsidiaries shall have any obligation to seek recoveries under the Rep & Warranty Policy prior to the Survival Period Termination Date. In the event that an insurance or other recovery is made received by any Indemnitee Purchaser or its Subsidiaries with respect to any Loss for which any such Person has been indemnified hereunderhereunder (but not including recoveries under the Rep & Warranty Policy), then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder, such Indemnitor shall be subrogatedEach party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. (b) For purposes of this Article VIII, each of the representations and warranties that contains any “Material Adverse Effect,” “in all material respects” or other materiality qualification shall be deemed to have been given as though there were no such materiality qualification for purposes of both (i) determining whether there is a breach of such paymentrepresentations and warranties, and (ii) calculating the amount of Losses with respect to all related rights any inaccuracy or breach of the Indemnitees representations and their Affiliates warranties set forth herein; provided, that this Section 8.07(b) shall in respect no event apply for purposes of any determining whether Losses indemnified by are in excess of the IndemnitorsMini-Basket or for purposes of applying Losses against the Deductible.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 shall be calculated net of (i) any Tax Benefit actually realized by the Indemnitee insurance proceeds or any of their Affiliates on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any cash indemnity, contribution or other similar payment received recovered by the an Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a thereto and (ii) any cash Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitee shall promptly pay to the Indemnitor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee on account of such Loss prior to the time the applicable indemnity payment is made. A “Tax Benefit” for any Indemnitee means (x) any actual cash refund of Taxes paid or its Affiliates that (y) the amount by which such Indemnitee’s cumulative liability for Taxes through a taxable period (and for purposes of this Section 7.06, taking into account as the Indemnitee’s liability the cumulative liability for Taxes through the end of such period of any consolidated, combined or other similar group of which the Indemnitee is attributable to any deduction, loss, or credit, resulting from or arising out of a Lossmember), calculated by computing excluding the relevant amount of credit, deduction, or Loss, would exceed such Indemnitee’s actual liability for Taxes before through such period, calculated by taking into account the relevant amount of credit, deduction, or Loss, in each case computed at the highest marginal Tax rates applicable to the recipient of such benefit; provided, however, that in the case of a Purchaser Indemnified Party, the relevant Tax Benefit, if any, shall be determined at the level of the Purchaser and after inclusion shall take into account the reduction in the Purchaser’s ability to claim a credit for any foreign taxes paid or accrued by the Company and its Subsidiaries (treating any such reduction as a cash tax payment) and any reduction in the “adjusted grossed up basis” (within the meaning of Section 1.338-5(a) of the Treasury Regulations) in the assets of Company and its Subsidiaries as a consequence of any such deemed adjustment to the Purchase Price arising in connection with the Loss and the indemnification therefore (25% of which reduction shall be deemed to be a Tax deduction, loss or credit (treating such items paid by the Purchaser as of the end of the taxable period for which the determination of Tax deduction, loss or credit as the last items claimedBenefit is being made), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savings. The Indemnitee shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery from a third party is made received by any Indemnitee with respect to any Loss for which any such Person Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall promptly, but in no event later than thirty (net of direct collection expenses30) shall days after receipt thereof, be made promptly paid to the Indemnitor. If an Indemnitor makes an indemnification payment hereunder(or, such Indemnitor shall be subrogatedif the Indemnitee is a Purchaser Indemnified Party, to the extent of such payment, Seller). In no event shall the Purchaser Indemnified Parties be entitled to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsrecover or make a claim for punitive or exemplary damages unless actually paid to a third party.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 or Section 7.03 shall be calculated net of (i) any Tax Benefit benefit actually realized by the Indemnitee or any of their Affiliates on account as a result of such loss or receipt of indemnification payment and net of (i) the amount of any Loss reflected as a current liability on the Conclusive Closing Statement and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment amounts under indemnification agreements actually received by the Indemnitee from on account of such Loss (net of any third party with respect thereto. If increase in premiums or retroactive premium adjustment that the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment can reasonably demonstrate through written records is made directly attributable to it but prior to such recovery). For purposes of the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredforegoing, the Indemnitee shall promptly pay be deemed to the Indemnitor the amount of such have “actually realized” a Tax Benefit at such time or times as and benefit to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings actually realized by an Indemnitee or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing the amount of Taxes before and after inclusion of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit payable by the Indemnitee as shown on the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Indemnitee’s Tax Return reflecting for the year in which the Loss is incurred or indemnification payment is made, the succeeding tax year, or any year to which a deduction or loss attributable to such Tax savingsLoss or payment is carried back, is reduced below the amount of Taxes that the Indemnitee would have been required to pay but for the deduction attributable to the indemnifiable Loss or payment. The Indemnitee shall use its commercially reasonable efforts to seek full recovery under all insurance policies and/or indemnification agreements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified received indemnity payments hereunder, then a refund equal to the aggregate amount of the actual recovery (net of direct collection expenses) shall be made promptly to the IndemnitorPerson or Persons that provided such indemnity payments to such Indemnitee (net of any increase in premiums or retroactive premium adjustment that the Indemnitee can reasonably demonstrate through written records is directly attributable to such recovery). If an Indemnitor makes an indemnification payment hereunder, such The Indemnitor shall be subrogated, to the extent of such payment, subrogated to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the IndemnitorsIndemnitor. For Tax purposes, the Parties agree to treat all payments made under this Article VII as adjustments to the aggregate consideration contemplated under this Agreement. Subject to the other provisions of this Article VII, if the Disclosure Schedules shall disclose an estimated loss amount, the Indemnitee shall be entitled to collect any Loss in excess of such amount.

Determination of Loss Amount. (a) The amount of any Loss subject to indemnification under Section 7.02 7.2 or Section 7.03 7.3 shall be calculated net of taking into account (i) any Tax Benefit actually realized in cash by the Indemnitee on account of such Loss, (ii) any reserves or liabilities set forth in the Financial Statements and/or Closing Statement relating to such Loss and (iii) any insurance proceeds or other amounts under indemnification agreements received by the Indemnitee on account of their Affiliates such Loss. If the Indemnitee receives a Tax Benefit (net of any tax detriment) on account of such Loss and (ii) any insurance proceeds (net of direct collection expenses) or any indemnity, contribution or other similar payment received by the Indemnitee from any third party with respect thereto. If the Indemnitee or its Affiliates actually realizes a Tax Benefit after an indemnification payment is made to it but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurredit, the Indemnitee shall promptly pay to the Indemnitor Person or Persons that made such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Indemnitee. Additionally, if, in connection with the settlement of an audit, examination or similar proceeding, a Governmental Authority adjusts any Tax Benefit after such payment is made to the Indemnitor but prior to the date that is four years after the later of (x) the Closing Date and (y) the date the Loss was suffered or incurred, the Indemnitor shall promptly pay to the Indemnitee the amount of such adjustment (but not in excess of the amount of any such Tax Benefit so adjusted) after the Indemnitee provides notice of such settlement of such adjustment with the Governmental Authority (together with any supporting work papers, schedules and documents). For purposes hereof, “Tax Benefit” means the Tax savings shall mean any refund of Taxes actually realized by an Indemnitee received or its Affiliates that is attributable to any deduction, loss, or credit, resulting from or arising out of a Loss, calculated by computing reduction in the amount of Taxes before and after inclusion which otherwise would be paid by the Indemnitee, in each case computed at the highest marginal tax rates applicable to the recipient of any such Tax deduction, loss or credit (treating such items of Tax deduction, loss or credit as the last items claimed), and any such Tax savings shall be treated as actually realized upon the filing the Tax Return reflecting such Tax savingsbenefit. The Indemnitee shall use its commercially reasonable efforts to seek full recovery under all insurance policies and/or indemnification agreements covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made received by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the lesser of (a) the aggregate amount of the recovery (net of direct collection expensesany reasonable third-party costs actually incurred pursuing or obtaining such recovery, including increased insurance premiums (if any) directly resulting from such recovery) or (b) the amount of indemnification payments previously made by the Indemnitors shall be made promptly to the IndemnitorIndemnitors that provided such indemnity payments to such Indemnitee. If an Indemnitor makes an indemnification payment hereunderFor Tax purposes, such Indemnitor shall be subrogated, the parties hereto agree to treat all payments made under this Article 7 as adjustments to the extent of such payment, to all related rights of the Indemnitees and their Affiliates in respect of any Losses indemnified by the Indemnitorsfinal Purchase Price.