Common use of Effective Nature of the Loss Clause in Contracts

Effective Nature of the Loss. (a) A Loss or Tax shall be eligible for indemnification by the Buyer to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained Group Company. (b) Any reassessment by the Tax Authorities whose effect is to shift a Tax liability from one fiscal year to another shall give rise to indemnification by the Buyer or a Buyer Designee only insofar as (i) a Seller is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller is subject to increased Tax thereon as a result of a change in applicable or effective Tax rates. (c) Any reassessment assessed with regard to a Tax, such as a value-added tax, which is recovered shall give rise to indemnification only insofar as a Seller is required to pay a penalty or interest charge in relation thereto. (d) Any indemnification due by the Buyer shall be calculated by taking into account the effect of any cash Tax savings actually received and benefiting to Sellers’ Retained Group Company (to the exclusion of any increase in the amount of Tax credit or losses available to them for carry-forward or carry-back) and resulting from the deductibility of the relevant Loss for Tax purposes. (e) For the purposes of calculating of the indemnification due by the Buyer, any amounts actually received by Sellers’ Retained Group Company under insurance policies or any other amount to the extent compensating the Loss or Tax for which the Claim is made shall be deducted (or reimbursed to the Buyer if received after the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recovery. (f) Any indemnification due by the Buyer shall in all cases be limited to the amount of the Loss or Tax, notwithstanding the fact that the event giving rise to the Buyer obligation may originate from an inaccuracy of several of the representations made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a). (g) If a Claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability shall be due unless and until such liability becomes due and payable (if the liability gives rise to a payment).

Effective Nature of the Loss. (a) A Loss or Tax shall be eligible for indemnification by the Buyer Indemnifying Party to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained Group Companythe Indemnified Party. (b) Any reassessment indemnification due by the Tax Authorities whose Indemnifying Party shall be calculated taking into account the effect is to shift a Tax liability from one fiscal year to another shall give rise to indemnification of any tax savings realized by the Buyer or a Buyer Designee only insofar as (i) a Seller is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller is subject to increased Tax thereon Indemnified Party as a result of a change in applicable or effective Tax ratesthe tax deductibility of the relevant Loss. (c) Any reassessment assessed If the Indemnifying Party pays an indemnity in respect of a Loss and the Indemnified Party subsequently recovers or may recover (even after expiration of the relevant time limit set forth in Article 9.3) all or part of the amount of such indemnity from a third party, the Indemnified Party shall take all reasonable steps to recover such amount and, immediately upon recovery thereof, shall pay to the Indemnifying Party the amount thereby recovered (and in the event that such recovery shall result in the indemnification due in connection with regard to a Taxthe net amount of the concerned Loss falling below the amount specified in Article 9.6(b) or in the total indemnification due in connection with the net amount of the concerned Loss and the other Losses, such as a value-added taxif any, which is recovered are eligible for indemnification by the Indemnifying Party, falling below the amount specified in Article 9.6(a), the Indemnified Party shall give rise repay to indemnification only insofar as a Seller is required to pay a penalty or interest charge the Indemnifying Party the full amount paid by the latter in relation theretorespect of all the relevant Loss and/or Losses). (d) Any indemnification due by the Buyer shall be calculated by taking into account the effect of any cash Tax savings actually received and benefiting to Sellers’ Retained Group Company (to the exclusion of any increase in the amount of Tax credit or losses available to them for carry-forward or carry-back) and resulting from the deductibility of the relevant Loss for Tax purposes. (e) For the purposes of calculating of the indemnification due by the Buyer, any amounts actually received by Sellers’ Retained Group Company under insurance policies or any other amount to the extent compensating the Loss or Tax for which the Claim is made shall be deducted (or reimbursed to the Buyer if received after the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recovery. (f) Any indemnification due by the Buyer Indemnifying Party shall in all cases be limited to the amount of the Loss or TaxLoss, notwithstanding the fact that the event giving rise to the Buyer Indemnifying Party's obligation may originate from an inaccuracy of several of the representations made under Article 5 Articles VII or may be indemnified under multiple provisions of Section 15.1(a)VIII hereof. (ge) If a Claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability shall be due unless and until such liability becomes due and payable payable. (if f) In the liability gives rise event that the Indemnified Party is required to make a payment)payment in connection with a third-party claim, the Indemnifying Party shall not be required to make any indemnification payment in connection thereto before such payment has actually been made by the Indemnified Party to such third party.

Effective Nature of the Loss. For purposes of indemnification pursuant to this Article 7: (a) A Loss or Tax shall be eligible for indemnification by the Buyer to the extent and only to the extent that such Loss has been actually and directly suffered by the Indemnitee (or, in the case Purchaser is the Indemnitee, Company or Tax has effectively been sustained by a Sellers’ Retained Group CompanySubsidiary). (b) Any reassessment deficiency assessed by the Tax Authorities tax authorities whose sole effect is to shift a Tax tax liability from one fiscal year to another shall give rise to indemnification by the Buyer or a Buyer Designee only insofar as the Indemnitee (ior, in the case Purchaser is the Indemnitee, Company or a Subsidiary) a Seller is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller is subject to increased Tax thereon as a result of a change in applicable or effective Tax rates. (c) Any reassessment deficiency assessed with regard to a Taxtax, such as a value-value- added tax, which is recovered recoverable shall give rise to indemnification only insofar as the Indemnitee (or, in the case Purchaser is the Indemnitee, Company or a Seller Subsidiary) is required to pay a penalty or interest charge in relation thereto. (d) Any indemnification due by the Buyer shall be calculated by taking into account the effect of any cash Tax tax savings actually received and benefiting to Sellers’ Retained Group Company and/or any tax cost realized by the Indemnitee (to the exclusion of any increase and, in the amount case Purchaser is the Indemnitee, Company and the Subsidiaries) as a result of Tax credit or losses available to them for carry-forward or carry-back) and resulting from the tax deductibility of the relevant Loss for Tax purposesor, on the other hand, the realization of income resulting from the receipt of the indemnification payment. (e) For Any amounts paid to the purposes of calculating of Indemnitee (and, in the indemnification due by case Purchaser is the BuyerIndemnitee, any amounts actually received by Sellers’ Retained Group Company and the Subsidiaries) under warranties, insurance policies or any other amount to the extent (including subsidies) compensating the a Loss or Tax for which the Claim an indemnification claim is made shall be deducted from the amount of the Loss for purposes of the calculation of the indemnifiable amount of the claim pursuant to Section 7.2(c). If the Indemnitor pays an indemnity in respect of a Loss and if any Indemnitee (or, in the case Purchaser is the Indemnitee, Company or reimbursed a Subsidiary) subsequently recovers (even after expiration of the relevant time limit set forth in Sections 7.2(a) and 7.4(a)) all or part of the amount of such indemnity from a third party (including insurance companies or tax authorities), the Indemnitee shall, immediately upon recovery thereof, pay to the Buyer if received after Indemnitor the payment percentage of the corresponding indemnity amount thereby recovered which corresponds to the percentage of the Loss paid to the Indemnitee pursuant to Section 7.2(c) in connection with the indemnification claim (and in the event that such recovery shall result in the total due in connection with the net amount of the concerned Loss and other Losses, if any, which are eligible for indemnification by Indemnitee, falling below the BuyerIndemnification Threshold; the Indemnitee shall repay to Indemnitor the full amount paid in respect of all the relevant Loss and/or Losses), net of any costs and Tax incurred in relation to such recovery. (f) Any indemnification due by Indemnitor shall be based on the Buyer amount of the Loss actually and directly suffered by Indemnitee (or, in the case where Indemnitee is Purchaser, Company or a Subsidiary), and shall be computed without regard to any multiple, price-earnings or equivalent ratio implicit in negotiating and/or settling the Steelcase Strafor Purchase Price. (g) Any indemnification shall in all cases be limited to the amount of the Loss or TaxLoss, notwithstanding the fact that the event giving rise to the Buyer indemnification obligation may originate from an inaccuracy of several of the representations or covenants made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a)in this Agreement. (gh) If In the event that an Indemnitor is required to make a Claim is based upon a liability which is contingent onlypayment pursuant to Section 7.5, no the Indemnitor shall not be required to make any indemnification payment in respect of the underlying liability shall be due connection thereto unless and until such liability becomes due and payable (if payment has actually been made by the liability gives rise Indemnitee to a payment)such third party.

Effective Nature of the Loss. (a) A a Loss or Tax shall be eligible for indemnification by the Buyer Sellers to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained the Buyer or the Group Company.Companies; (b) Any reassessment any deficiency assessed by the Tax Authorities whose effect is solely to shift a Tax liability from one fiscal year to another shall give rise to indemnification by the Buyer or a Buyer Designee Sellers only insofar as as, and to the extent of the effective cost incurred when (i) a Seller Group Company is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller Group Company is subject to increased Tax thereon as a result of a change an increase in applicable or effective Tax rates.rates or (iii) such Tax liability is shifted from a Tax period prior to Closing to a Tax period post-Closing; it being understood that, if the Group Company can obtain a refund of such Tax liability for the period prior to Closing, such refund will be deducted from the indemnification; (c) Any reassessment the indemnification in respect of any deficiency assessed by the Tax authorities whose sole effect is, per Governmental Authorities mutual agreement or procedure or arbitration, to shift a Tax liability from one Group Company to another Group Company, or from one jurisdiction in which a Group Company is subject to Tax to another jurisdiction, shall be reduced by the amount of Tax that the first Group Company has recovered; it being agreed and understood that the Buyer shall use its best efforts to recover such Tax; (d) any deficiency assessed by the Tax Authorities that will result in the cancellation of carry-forward or carry-back tax losses of any Group Company shall not give rise to indemnification by the Sellers, except to the extent of any pre-Closing Taxes paid or payable as a result of such cancellation; (e) any deficiency assessed with regard to a Tax, such as a value-added tax, which is recovered recoverable shall give rise to indemnification by the Sellers only insofar as as(i) a Seller Group Company is required to pay a penalty or interest charge in relation thereto.thereto or (ii) any such recovery is payable to the Sellers pursuant to Section 5.6(f); (df) Any any indemnification due by the Buyer Sellers shall be calculated by taking into account the effect of of: • any cash related Tax savings actually received and benefiting to Sellers’ Retained the Group Company (Companies in the taxable year of the Loss or in the five subsequent Tax years, provided that for purposes of determining any such Tax savings any Tax deduction as a result of the Loss shall be taken into account as the last item of deduction for the taxable year; if the Tax saving is not received in the taxable year of the Loss, the Sellers shall pay the indemnification without taking into consideration a potential Tax saving and the Buyer will pay to the exclusion of any increase in Sellers the amount of the Tax credit saving if and when it is received; and • any related Tax costs actually incurred by the Buyer or losses available any of the Group Companies in the taxable year of the Loss or in the five subsequent Tax years, provided that the Buyer and/or the Buyer’s Affiliates that would acquire the Group Companies will treat, to them the extent permitted under applicable Law and accounting principles, the indemnification received as a Purchase Price reduction for carry-forward or carry-backTax and accounting purposes and will defend this position, at Total’s sole cost, in case of challenge by a Taxing Authority including before the Tax courts. The Buyer shall promptly (i) notify Total in writing of any such challenge and resulting (ii) furnish Total with copies of all relevant correspondence received from any Taxing Authority in connection with any such challenge. The Buyer shall take the actions and provide to Total such information as Total may reasonably request upon reasonable advance notice. Total shall consult in good faith with the Buyer with respect to the conduct of, and before entering into any settlement of, any such challenge. For the avoidance of doubt, the Buyer shall not be entitled to receive indemnification from the deductibility Sellers in respect of the relevant all or any portion of any Loss for Tax purposes.more than once; (eg) For the for purposes of calculating calculation of the indemnification due by the BuyerSellers, any amounts actually received by Sellers’ Retained the Buyer or the Group Company Companies under insurance policies or any other amount to the extent compensating the Loss or Tax for which the Claim is made shall be deducted deducted. If the Sellers pay an indemnity in respect of a Loss and the Buyer or any of the Group Companies subsequently recovers (even after expiration of the relevant time limit set forth in Section 9.3) all or reimbursed part of the amount of such indemnity from a third party (including insurance companies or tax authorities), the Buyer, promptly upon recovery thereof, shall pay, or cause the Group Company to pay, to the Buyer if received after Sellers the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recovery.amount thereby recovered; (fh) Any any indemnification due by the Buyer Sellers shall be based on the amount of the Loss suffered by the Group Companies or the Buyer; (i) any indemnification due by Total or the Sellers shall in all cases be limited to the amount of the Loss or TaxLoss, notwithstanding the fact that the event giving rise to the Buyer Sellers’ obligation may originate from an inaccuracy of several of the representations made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a).3 hereof; (gj) If if a Claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability shall be due unless and until such liability becomes due and payable payable; for the avoidance of doubt, such a Claim shall be validly made if brought within the appropriate deadline as set forth under Section 9.3 above irrespective of whether the corresponding liability has then become due and payable. (if k) in the liability gives rise event that the Claim relates to a paymentpayment being owed by the Buyer or a Group Company, the Sellers will only be liable hereunder once the corresponding payment is due and has actually been made by the Buyer or the Group Company; for the avoidance of doubt, such a Claim shall be validly made if brought within the appropriate deadline as set forth under Section 9.3 above irrespective of whether the corresponding payment has then be made. (l) the Sellers shall not be held liable for indemnification in connection with any item which, in the course of the procedure provided in Section 2.4, either (x) has been taken into account for the purpose of determining the Purchase Price or (y) has been settled as a result of an agreement between the Parties (or their respective auditors) or a decision of the Auditor; and (m) the Sellers shall not be liable hereunder to the extent a Claim is based on a matter which has been taken into account in the calculation of the Purchase Price pursuant to Section 2.2 (other than 2.2(i)).

Effective Nature of the Loss. (a) A Loss or Tax shall be eligible for indemnification by the Buyer Sellers to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained Group Companythe Purchaser, one of the Companies or the Subsidiaries. (b) Any reassessment deficiency assessed by the Tax Authorities authorities whose sole effect is to shift a Tax liability from one fiscal year to another shall give rise to indemnification by the Buyer or a Buyer Designee Sellers only insofar as (i) a Seller Company or a Subsidiary is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller is subject to increased Tax thereon as a result of a change in applicable or effective Tax rates. (c) Any reassessment deficiency assessed with regard to a Tax, such as a value-added taxTax, which is recovered recoverable shall give rise to indemnification by the Sellers only insofar as a Seller Company and a Subsidiary is required to pay a penalty or interest charge in relation thereto. (d) Any indemnification due by the Buyer Sellers shall be calculated by taking into account (i) the effect of any cash Tax savings actually received realized by the Companies and benefiting to Sellers’ Retained Group Company (to the exclusion Subsidiaries as a result of any increase in the amount of Tax credit or losses available to them for carry-forward or carry-back) and resulting from the deductibility of the relevant Loss; and (ii) the effect of the taxation of any such indemnification so that the relevant Company or Subsidiary or the Purchaser shall be in the same position as it would have been should the Loss for Tax purposeshave not occurred. (e) For the purposes of calculating of the Any indemnification due by the Buyer, any amounts actually received by Sellers’ Retained Group Company under insurance policies or any other Sellers shall be based on the amount to the extent compensating of the Loss actually suffered by the Companies and the Subsidiaries or Tax for which the Claim is made Purchaser, and shall be deducted (computed without regard to any multiple, price-earnings or reimbursed to equivalent ratio implicit in negotiating and/or settling the Buyer if received after the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recoveryPurchase Price. (f) Any indemnification due by the Buyer Sellers shall in all cases be limited to the amount of the Loss or Taxsubject to the provisions of paragraph (d) here above, notwithstanding the fact that the event giving rise to the Buyer Sellers' obligation may originate from an inaccuracy of several of the representations and warranties made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a)3 hereof. (g) If a Claim claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability shall be due unless and until such liability becomes due and payable payable. (if h) In the liability gives rise event that any of the Companies or the Subsidiaries is required to make a payment)payment in connection with a third-party claim, the Sellers shall not be required to make any indemnification payment in connection thereto before such payment has actually been made by the relevant Company or the Subsidiary to such third party. (i) With respect to any claim relating to the Financial Statements, the Sellers shall not be held liable for any indemnification of any Loss which results from the application of any generally accepted accounting principles, procedures, methods and judgements other than those used to prepare the Financial Statements as set forth in SCHEDULE 3.5

Effective Nature of the Loss. (a) A Purchaser and any member of its Purchaser Group shall only be entitled to make a Warranty Claim for any Loss or Tax shall be eligible for indemnification by the Buyer to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained that Purchaser or any member of its Purchaser Group Company.(including the Group Companies), it being specified that: (a) any Tax assessment resulting in any reduction of Tax losses or Tax credits shall not constitute an effective Loss sustained by any Purchaser or any member of its Purchaser Group; (b) Any reassessment any deficiency assessed by the Tax Authorities whose the effect of which is to shift a Tax liability Liability from one fiscal year to another shall or to modify the jurisdiction in which a Tax Liability is due may give rise to indemnification by the Buyer or a Buyer Designee Warranty Claim only insofar as (i) a Seller that Purchaser or any member of its Purchaser Group is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller that Purchaser or any member of its Purchaser Group is subject to increased Tax thereon as a result of a change an increase in applicable or effective Tax rates.; (c) Any reassessment any deficiency assessed with regard to a Tax, such as a value-added tax, Tax which is recovered recoverable (for example, but without limitation, input VAT) shall give rise to indemnification a Warranty Claim only insofar as a Seller that Purchaser or any member of its Purchaser Group is required to pay a penalty or interest charge in relation thereto.; (d) Any indemnification any payment due by the Buyer in respect of a Warranty Claim shall be calculated by taking into account the effect of any cash Tax savings actually received and benefiting to Sellers’ Retained by that Purchaser or any member of its Purchaser Group Company (to the exclusion of and/or any increase in the amount of Tax credit or losses available to them for carry-forward or carry-back) back and resulting from the deductibility of the relevant Loss loss for Tax purposes.; and (e) For the purposes of calculating of the indemnification any payment due by the Buyer, any amounts actually received by Sellers’ Retained Group Company under insurance policies or any other amount to the extent compensating the Loss or Tax for which the Claim is made shall be deducted (or reimbursed to the Buyer if received after the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recovery. (f) Any indemnification due by the Buyer shall in all cases be limited to the amount of the Loss or Tax, notwithstanding the fact that the event giving rise to the Buyer obligation may originate from an inaccuracy of several of the representations made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a). (g) If a Claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability a Warranty Claim shall be due unless and until such liability becomes due and payable based on the Loss suffered by that Purchaser or any member of its Purchaser Group and, consistent with paragraph (if c)(ii) of the liability gives rise to a payment).definition of Loss, shall be computed [***] [***];

Effective Nature of the Loss. (a) A The Purchaser and any member of the Purchaser Group shall only be entitled to make a Warranty Claim or Indemnity Claim for any Loss or Tax shall be eligible for indemnification by the Buyer to the extent and only to the extent such Loss or Tax has effectively been sustained by a Sellers’ Retained the Purchaser or any member of the Purchaser Group Company.(including the Target Companies), it being specified that: (a) any Tax assessment resulting in any reduction of Tax losses or Tax credits shall not constitute an effective Loss sustained by the Purchaser or any member of the Purchaser Group; (b) Any reassessment any deficiency assessed by the Tax Authorities whose the effect of which is to shift a Tax liability Liability from one fiscal year to another shall or to modify the jurisdiction in which a Tax Liability is due may give rise to indemnification by the Buyer a Warranty Claim or a Buyer Designee Indemnity Claim only insofar as (i) a Seller Purchaser or any member of the Purchaser Group is required to pay a penalty or interest charge in relation thereto, or (ii) a Seller Purchaser or any member of the Purchaser Group is subject to increased Tax thereon as a result of a change an increase in applicable or effective Tax rates.; (c) Any reassessment any deficiency assessed with regard to a Tax, such as a value-added tax, Tax which is recovered recoverable (for example, but without limitation, input VAT) shall give rise to indemnification a Warranty Claim or Indemnity Claim only insofar as a Seller the Purchaser or any member of the Purchaser Group is required to pay a penalty or interest charge in relation thereto.; (d) Any indemnification any payment due by the Buyer in respect of a Warranty Claim or Indemnity Claim shall be calculated by taking into account the effect of any cash Tax savings actually received and benefiting to Sellers’ Retained by the Purchaser or any member of the Purchaser Group Company (to the exclusion of and/or any increase in the amount of Tax credit or losses available to them for carry-forward or carry-back) back and resulting from the deductibility of the relevant Loss loss for Tax purposes.; and (e) For the purposes of calculating of the indemnification any payment due by the Buyer, any amounts actually received by Sellers’ Retained Group Company under insurance policies or any other amount to the extent compensating the Loss or Tax for which the Claim is made shall be deducted (or reimbursed to the Buyer if received after the payment of the corresponding indemnity by the Buyer), net of any costs and Tax incurred in relation to such recovery. (f) Any indemnification due by the Buyer shall in all cases be limited to the amount of the Loss or Tax, notwithstanding the fact that the event giving rise to the Buyer obligation may originate from an inaccuracy of several of the representations made under Article 5 or may be indemnified under multiple provisions of Section 15.1(a). (g) If a Claim is based upon a liability which is contingent only, no indemnification in respect of the underlying liability a Warranty Claim or Indemnity Claim shall be due unless and until such liability becomes due and payable based on the Loss suffered by the Purchaser or any member of the Purchaser Group and, consistent with paragraph (if c)(ii) of the liability gives rise to a payment).definition of Loss, shall be computed [***]