Common use of Exonerating and Mitigating Factors Clause in Contracts

Exonerating and Mitigating Factors. (a) General Motors shall not be held liable for indemnification to the extent the Loss or Indemnified Tax for which indemnification is sought would not have arisen but for, or has been increased or not reduced as a result of, any voluntary action (except for costs incurred from mitigating actions for which General Motors has accepted to reimburse the Buyer in accordance with Section 14.7(d)) or omission or any change in accounting or Tax methods (including consolidation methods) or policies, in each case carried out after (i) the Closing by the Buyer and/or any of its Affiliates (including any Target Group Company) (or its respective directors, employees or agents or successors in title) unless such action, omission or change is required to comply with applicable Law (other than any Law enacted after the date of this Agreement) or (ii) before the Closing, by any Sellers’ Retained Group Companies or any Target Group Company at the direction or request of the Buyer and/or its Affiliates (provided however that the Buyer Requested Transactions, as contemplated as of the date hereof, shall not be included in this section 14.7(a)(ii)) Notwithstanding the foregoing, the Buyer or the Buyer Designee is specifically allowed, without prejudice to its rights under Article 14, to implement any change to the transfer pricing policy (involving the Target Group Companies or the Controlled Dealership Entities) if (x) such change relates to transactions taking place after) the Closing Date ; (y) Buyer has first described to General Motors such proposed change (in detail sufficient for General Motors to understand the proposed change and the implications thereof including in respect of Pre-Closing Tax Periods) and discussed such proposed change in good faith with General Motors, and (z) (A) the Parties have agreed to such proposed change, or (B) if the Parties do not agree on such proposed change and Buyer elects to appoint an independent expert (pursuant to the procedures described in the next sentence) and such expert is of the opinion that, taking into consideration the consequences of the Transactions, the proposed change is (at a “should” level of comfort) required in order to comply with applicable Law (other than any Law enacted after the date of this Agreement) or the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations of 2010, as in effect (the “OECD Guidelines”). If Buyer decides to refer the matter to an independent expert under Section 14.7(z)(B), the Parties shall mutually agree to the appointment of an independent expert within 15 days after the Buyer has proposed to General Motors the name of an independent expert, such independent expert shall be appointed by the President of the Commercial Court of Paris (Tribunal de Commerce de Paris) acting in summary proceedings (statuant comme en matière de référé) at the request of either the Buyer or General Motors, from among independent law firms of recognized international standing and active in Germany, France and the United States (other than any firm which may be in a material conflict of interest position with any of the Parties). Costs in relation to such procedure shall be borne equally by the Buyer and General Motors. For the avoidance of doubt, (x) any change to the transfer pricing policy that follows the procedures described in this paragraph shall not limit the liability of General Motors for (but for the avoidance of doubt, only to the extent of) Indemnified Taxes under this Article 14; and (y) the Buyer and the Buyer Designee shall not be required to follow the foregoing procedures with respect to the fact that New AOAG does not pay royalties under the IP License if it enters into the IP License Agreement on the Closing Date or that fees payable by New AOAG to the Sellers Retained Entities for IT services provided under the Ancillary Agreements depart from prior practice in the General Motors group, as applicable. (b) General Motors shall not be held liable in respect of any breach of representation or warranty or Indemnified Taxes to the extent they would not have occurred but for any Law passed after the date of this Agreement. (c) If, following the Closing Date, the Buyer Designee or the Target Group Companies amend or fail to reinstate any of their insurance policies in force immediately prior to the Closing Date (or in the case of the Buyer Designee, fails to take out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date), which General Motors represents is as set forth in Exhibit 14.7(c), the sum otherwise payable by General Motors in respect of a Claim will be reduced by the net amount that would have been recoverable from insurance carriers (net of any Tax cost) if the Target Group Companies had not amended or had reinstated such insurance policies following the Closing Date (or if the Buyer Designee had taken out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date). (d) The Buyer shall take all reasonable efforts to mitigate costs related to Losses and Indemnified Taxes hereunder; provided that the Buyer shall not be required to take any mitigating action that would result in any costs unless General Motors shall have accepted in writing to reimburse the Buyer promptly therefor (and the Buyer shall promptly notify General Motors of the circumstances requiring any mitigation actions that would result in additional Loss or Taxes and cooperate with General Motors so that General Motors can fully assess the implications thereof). (e) In the event General Motors has made a payment to the Buyer and the Buyer or any of its Affiliates (including the Buyer Designee or any Target Group Company) receives or is entitled to recover (including by way of refund), even after expiration of the relevant time limit set forth in the first paragraph of Section 14.3 (whether by insurance, payment, discount, credit or otherwise) from a Third Party (including any alliance or joint venture partner) a payment or relief which indemnifies or compensates the Buyer or any of its Affiliates (in whole or in part) in respect of a Loss which has been the subject of a Claim, the Buyer shall or shall cause its relevant Affiliate to (i) promptly notify General Motors of the fact and provide such information as General Motors may reasonably require; (ii) take all reasonable steps or proceedings that General Motors may reasonably require to enforce such right; and (iii) pay to General Motors as soon as practicable after receipt an amount equal to the amount recovered from the Third Party (or, in the case of a relief, the amount the Buyer or its relevant Affiliate will effectively save by virtue of such relief), net of any costs and Tax incurred in relation to such recovery and corresponding payment.

Exonerating and Mitigating Factors. (a) General Motors The Seller shall not be held liable for indemnification to the extent the Loss or Indemnified Tax for which indemnification is sought would not have arisen but for, or has been increased or not reduced as a result of, may be attributed to any voluntary action (except for costs incurred from mitigating actions for which General Motors has accepted to reimburse the Buyer in accordance with Section 14.7(d)) or omission on the part of the Purchaser and/or the Group Companies after the First Closing Date which is outside the ordinary course of business of the Group Companies or any change in accounting or Tax methods (including consolidation methods) or policies, in each case carried out policies of the Group Companies after such date. (b) The Seller shall not be liable for indemnification to the extent that (i) the Closing it relates to any Loss which is reasonably recoverable under any policy of insurance effected by the Buyer and/or or for any of its Affiliates (including any Target Group Company) (or its respective directors, employees or agents or successors in title) unless such action, omission or change is required to comply with applicable Law (other than any Law enacted after the date of this Agreement) or (ii) before any Group Company modifies its insurance coverage so that events prior to the Closing, First Closing that would otherwise have been covered by insurance are not so covered. The fact that any Sellers’ Retained Group Companies Loss may be covered by insurance shall not prevent the Purchaser or any Target Group Company at the direction or request of the Buyer and/or its Affiliates (provided however that the Buyer Requested Transactions, as contemplated as of the date hereof, shall not be included in this section 14.7(a)(ii)) Notwithstanding the foregoing, the Buyer or the Buyer Designee is specifically allowed, without prejudice to its rights under Article 14, to implement any change to the transfer pricing policy (involving the Target Group Companies or the Controlled Dealership Entities) if (x) such change relates to transactions taking place after) the Closing Date ; (y) Buyer has first described to General Motors such proposed change (in detail sufficient for General Motors to understand the proposed change and the implications thereof including in respect of Pre-Closing Tax Periods) and discussed such proposed change in good faith with General Motors, and (z) (A) the Parties have agreed to such proposed change, or (B) if the Parties do not agree on such proposed change and Buyer elects to appoint an independent expert (pursuant to the procedures described in the next sentence) and such expert is of the opinion that, taking into consideration the consequences of the Transactions, the proposed change is (at from making a “should” level of comfort) required in order to comply with applicable Law (other than any Law enacted after the date of this Agreement) or the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations of 2010, as in effect (the “OECD Guidelines”). If Buyer decides to refer the matter to an independent expert under Section 14.7(z)(B), the Parties shall mutually agree to the appointment of an independent expert within 15 days after the Buyer has proposed to General Motors the name of an independent expert, such independent expert shall be appointed by the President of the Commercial Court of Paris (Tribunal de Commerce de Paris) acting in summary proceedings (statuant comme en matière de référé) at the request of either the Buyer or General Motors, from among independent law firms of recognized international standing and active in Germany, France and the United States (other than any firm which may be in a material conflict of interest position with any of the Parties). Costs in relation to such procedure shall be borne equally by the Buyer and General Motors. For the avoidance of doubt, (x) any change to the transfer pricing policy that follows the procedures described in this paragraph shall not limit the liability of General Motors for (but for the avoidance of doubt, only Claim to the extent of) Indemnified Taxes under this Article 14; and (y) necessary to avoid the Buyer and expiration of the Buyer Designee limitation periods set forth herein, in which case the Seller shall not be required to follow the foregoing procedures with respect to the fact that New AOAG does not pay royalties under the IP License if it enters into the IP License Agreement on the Closing Date or that fees payable make payment for any amount potentially covered by New AOAG to the Sellers Retained Entities for IT services provided under the Ancillary Agreements depart from prior practice in the General Motors group, as applicable. (b) General Motors shall not be held liable in respect of any breach of representation or warranty or Indemnified Taxes to insurance until the extent they would not have occurred but for any Law passed after the date of this Agreementsuch insurance coverage is finally determined. (c) If, following Upon learning of the Closing Datesituation giving rise or likely to give rise to a Loss, the Buyer Designee or Purchaser shall use, and shall cause the Target Group Companies amend or fail to reinstate any use, all reasonable efforts to mitigate the amount of their insurance policies in force immediately prior to the Closing Date (or in the case of the Buyer Designee, fails to take out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date), which General Motors represents is as set forth in Exhibit 14.7(c), the sum otherwise payable by General Motors in respect of a Claim will be reduced by the net amount that would have been recoverable from insurance carriers (net of any Tax cost) if the Target Group Companies had not amended or had reinstated such insurance policies following the Closing Date (or if the Buyer Designee had taken out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date)Loss. (d) The Buyer In the event that a situation giving rise to a Claim is curable, in whole or in part, the Purchaser shall take all give, or cause the Group Companies to give, the Seller a reasonable efforts opportunity to mitigate costs related to Losses and Indemnified Taxes hereunder; provided that the Buyer shall not be required to take any mitigating action that would result in any costs unless General Motors shall have accepted in writing to reimburse the Buyer promptly therefor (and the Buyer shall promptly notify General Motors of the circumstances requiring any mitigation actions that would result in additional Loss or Taxes and cooperate with General Motors so that General Motors can fully assess the implications thereof)implement such a cure. (e) In The right of the event General Motors has Purchaser to indemnification hereunder shall not be affected by any investigation made a payment by the Purchaser prior to the Buyer date hereof or prior to the First Closing Date, or by any notice, oral or in writing, of an exception to the representations and the Buyer or any of its Affiliates (including the Buyer Designee or any Target Group Company) receives or warranties contained herein, unless such exception is entitled to recover (including by way of refund), even after expiration of the relevant time limit fully disclosed in writing and adequately set forth in the first paragraph of Section 14.3 Exhibits attached hereto. (whether f) Any deficiency assessed by insurance, payment, discount, credit or otherwise) the tax authorities whose sole effect is to shift a tax liability from a Third Party (including any alliance or joint venture partner) a payment or relief which indemnifies or compensates one fiscal year to another shall give rise to indemnification by the Buyer or any of its Affiliates (in whole or in part) in respect of a Loss which has been the subject of a Claim, the Buyer shall or shall cause its relevant Affiliate to (i) promptly notify General Motors of the fact and provide such information as General Motors may reasonably require; (ii) take all reasonable steps or proceedings that General Motors may reasonably require to enforce such right; and (iii) pay to General Motors as soon as practicable after receipt an amount equal Sellers limited to the amount recovered from the Third Party (or, in the case of a relief, the amount the Buyer or its relevant Affiliate will effectively save by virtue of such relief), net of any costs and Tax incurred penalty or interest charge in relation thereto. Any deficiency assessed with regard to a tax, such recovery and corresponding paymentas a value-added tax, which is recoverable shall give rise to indemnification by the Sellers only insofar as a Group Company is required to pay a penalty or interest charge in relation thereto.

Exonerating and Mitigating Factors. (a) General Motors the Sellers shall not be held liable for indemnification to the extent the Loss or Indemnified Tax for which indemnification is sought would not have arisen but for, or has been increased or not reduced as a result of, may be attributed to any voluntary action (except for costs incurred from mitigating actions for which General Motors has accepted to reimburse or omission on the part of the Buyer in accordance with Section 14.7(d)) or omission and/or any Group Company after the Closing Date or any change in accounting or Tax methods (including consolidation methods) or policies, in each case carried out after (i) policies of the Closing by the Buyer and/or any of its Affiliates (including any Target Group Company) (or its respective directors, employees or agents or successors in title) unless such action, omission or change is required to comply with applicable Law (other than any Law enacted after the date of this Agreement) or (ii) before the Closing, by any Sellers’ Retained Group Companies or any Target Group Company at the direction or request of the Buyer and/or its Affiliates (provided however that the Buyer Requested Transactions, as contemplated as of the date hereof, shall not be included in this section 14.7(a)(ii)) Notwithstanding the foregoing, the Buyer or the Buyer Designee is specifically allowed, without prejudice to its rights under Article 14, to implement any change to the transfer pricing policy (involving the Target Group Companies or the Controlled Dealership Entities) if (x) after such change relates to transactions taking place after) the Closing Date ; (y) Buyer has first described to General Motors such proposed change (in detail sufficient for General Motors to understand the proposed change and the implications thereof including in respect of Pre-Closing Tax Periods) and discussed such proposed change in good faith with General Motors, and (z) (A) the Parties have agreed to such proposed change, or (B) if the Parties do not agree on such proposed change and Buyer elects to appoint an independent expert (pursuant to the procedures described in the next sentence) and such expert is of the opinion that, taking into consideration the consequences of the Transactions, the proposed change is (at a “should” level of comfort) required in order to comply with applicable Law (other than any Law enacted after the date of this Agreement) or the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations of 2010, as in effect (the “OECD Guidelines”). If Buyer decides to refer the matter to an independent expert under Section 14.7(z)(B), the Parties shall mutually agree to the appointment of an independent expert within 15 days after the Buyer has proposed to General Motors the name of an independent expert, such independent expert shall be appointed by the President of the Commercial Court of Paris (Tribunal de Commerce de Paris) acting in summary proceedings (statuant comme en matière de référé) at the request of either the Buyer or General Motors, from among independent law firms of recognized international standing and active in Germany, France and the United States (other than any firm which may be in a material conflict of interest position with any of the Parties). Costs in relation to such procedure shall be borne equally by the Buyer and General Motors. For the avoidance of doubt, (x) any change to the transfer pricing policy that follows the procedures described in this paragraph shall not limit the liability of General Motors for (but for the avoidance of doubt, only to the extent of) Indemnified Taxes under this Article 14; and (y) the Buyer and the Buyer Designee shall not be required to follow the foregoing procedures with respect to the fact that New AOAG does not pay royalties under the IP License if it enters into the IP License Agreement on the Closing Date or that fees payable by New AOAG to the Sellers Retained Entities for IT services provided under the Ancillary Agreements depart from prior practice in the General Motors group, as applicable.date; (b) General Motors the Sellers shall not be held liable in respect of any breach of representation or warranty or Indemnified Taxes to the extent they which would not have occurred but for any Law Tax related law passed after the date of this Agreement.Agreement with retroactive effect; (c) If, following if after the Closing Date, the Buyer Designee or the Target Group Companies amend or fail fails to reinstate any of their insurance policies in force immediately prior comply with its obligations under Section 5.18(b) with respect to the Closing Date (or in the case maintenance of the Buyer Designeeinsurance coverage of the Group Companies, fails to take out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date), which General Motors represents is as set forth in Exhibit 14.7(c), then the sum otherwise payable by General Motors the Sellers in respect of a Claim will be reduced by the net amount that would have been recoverable from insurance carriers (net of any Tax cost) if the Target Group Companies had not amended or had reinstated such insurance policies following the Closing Date (or if the Buyer Designee had taken out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Datecomplied with its obligations under Section 5.18(b).; (d) The to the extent the Buyer shall take or the Group Companies had not, upon learning of the situation giving rise or likely to give rise to a Loss, used, or as concerns the Buyer caused the Group Companies to use, all reasonable efforts to mitigate costs related the corresponding Loss the indemnification due by the Sellers hereunder shall be limited to Losses and Indemnified Taxes hereunderwhat would have been the amount of the Loss had the Group Companies used all such reasonable efforts; provided provided, however, that the Buyer shall not be required entitled to take any mitigating action indemnification from the Sellers for the costs of, or Losses sustained as a result of, such efforts to mitigate to the same extent that would result in any costs unless General Motors shall have accepted in writing to reimburse the Buyer promptly therefor (and would be entitled to indemnification with respect to the Buyer shall promptly notify General Motors of Loss with respect to which the circumstances requiring any mitigation actions that would result in additional Loss or Taxes and cooperate with General Motors so that General Motors can fully assess the implications thereof)efforts are being made. (e) In in the event General Motors has made a payment to the Buyer and the Buyer or any of its Affiliates (including the Buyer Designee or any Target a Group Company) receives or Company is entitled to recover (including by way of refund), even after expiration of the relevant time limit set forth in the first paragraph of Section 14.3 (whether by insurance, payment, discount, credit or otherwise) from a Third Party (including third party any alliance or joint venture partner) a payment or relief sum, which indemnifies or compensates the Buyer or any of its Affiliates (in whole or in part) in respect of a Loss which has been could be the subject of a Claim, the Buyer shall or shall cause its relevant Affiliate such Group Company to (i) promptly notify General Motors of the fact and provide such information as General Motors may reasonably require; (ii) take all reasonable steps or proceedings that General Motors may reasonably require in order to enforce such rightits rights against the relevant third party; and (iii) pay to General Motors as soon as practicable after receipt an amount equal to the amount recovered from the Third Party (or, in the case of a relief, the amount provided that the Buyer or the Group Companies shall not be required to take, or refrain from taking, any action outside the ordinary course of business and nothing herein shall excuse Total or any Seller from its indemnification obligations hereunder unless and until the Buyer or the Group Company shall actually have recovered any amount from the relevant Affiliate will effectively save by virtue of such relief), net of any costs and Tax incurred in relation to such recovery and corresponding paymentthird party.

Exonerating and Mitigating Factors. (a) General Motors shall not be held liable for indemnification to the extent the Loss or Indemnified Tax for which indemnification is sought would not have arisen but for, or has been increased or not reduced as a result of, any voluntary action (except for costs incurred from mitigating actions for which General Motors has accepted to reimburse the Buyer in accordance with Section 14.7(d)) or omission or any change in accounting or Tax methods (including consolidation methods) or policies, in each case carried out after (i) the Closing by the Buyer and/or any of its Affiliates (including any Target Group Company) (or its respective directors, employees or agents or successors in title) unless such action, omission or change is required to comply with applicable Law (other than any Law enacted after the date of this Agreement) or (ii) before the Closing, by any Sellers’ Retained Group Companies or any Target Group Company at the direction or request of the Buyer and/or its Affiliates (provided however that the Buyer Requested Transactions, as contemplated as of the date hereof, shall not be included in this section 14.7(a)(ii)) Notwithstanding the foregoing, the Buyer or the Buyer Designee is specifically allowed, without prejudice to its rights under Article 14, to implement any change to the transfer pricing policy (involving the Target Group Companies or the Controlled Dealership Entities) if (x) such change relates to transactions taking place after) the Closing Date ; (y) Buyer has first described to General Motors such proposed change (in detail sufficient for General Motors to understand the proposed change and the implications thereof including in respect of Pre-Closing Tax Periods) and discussed such proposed change in good faith with General Motors, and (z) ) (A) the Parties have agreed to such proposed change, or (B) if the Parties do not agree on such proposed change and Buyer elects to appoint an independent expert (pursuant to the procedures described in the next sentence) and such expert is of the opinion that, taking into consideration the consequences of the Transactions, the proposed change is (at a “should” level of comfort) required in order to comply with applicable Law (other than any Law enacted after the date of this Agreement) or the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations of 2010, as in effect (the “OECD Guidelines”). If Buyer decides to refer the matter to an independent expert under Section 14.7(z)(B), the Parties shall mutually agree to the appointment of an independent expert within 15 days after the Buyer has proposed to General Motors the name of an independent expert, such independent expert shall be appointed by the President of the Commercial Court of Paris (Tribunal de Commerce de Paris) acting in summary proceedings (statuant comme en matière de référé) at the request of either the Buyer or General Motors, from among independent law firms of recognized international standing and active in Germany, France and the United States (other than any firm which may be in a material conflict of interest position with any of the Parties). Costs in relation to such procedure shall be borne equally by the Buyer and General Motors. For the avoidance of doubt, (x) any change to the transfer pricing policy that follows the procedures described in this paragraph shall not limit the liability of General Motors for (but for the avoidance of doubt, only to the extent of) Indemnified Taxes under this Article 14; and (y) the Buyer and the Buyer Designee shall not be required to follow the foregoing procedures with respect to the fact that New AOAG does not pay royalties under the IP License if it enters into the IP License Agreement on the Closing Date or that fees payable by New AOAG to the Sellers Retained Entities for IT services provided under the Ancillary Agreements depart from prior practice in the General Motors group, as applicable. (b) General Motors shall not be held liable in respect of any breach of representation or warranty or Indemnified Taxes to the extent they would not have occurred but for any Law passed after the date of this Agreement. (c) If, following the Closing Date, the Buyer Designee or the Target Group Companies amend or fail to reinstate any of their insurance policies in force immediately prior to the Closing Date (or in the case of the Buyer Designee, fails to take out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date), which General Motors represents is as set forth in Exhibit 14.7(c), the sum otherwise payable by General Motors in respect of a Claim will be reduced by the net amount that would have been recoverable from insurance carriers (net of any Tax cost) if the Target Group Companies had not amended or had reinstated such insurance policies following the Closing Date (or if the Buyer Designee had taken out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date). (d) The Buyer shall take all reasonable efforts to mitigate costs related to Losses and Indemnified Taxes hereunder; provided that the Buyer shall not be required to take any mitigating action that would result in any costs unless General Motors shall have accepted in writing to reimburse the Buyer promptly therefor (and the Buyer shall promptly notify General Motors of the circumstances requiring any mitigation actions that would result in additional Loss or Taxes and cooperate with General Motors so that General Motors can fully assess the implications thereof). (e) In the event General Motors has made a payment to the Buyer and the Buyer or any of its Affiliates (including the Buyer Designee or any Target Group Company) receives or is entitled to recover (including by way of refund), even after expiration of the relevant time limit set forth in the first paragraph of Section 14.3 (whether by insurance, payment, discount, credit or otherwise) from a Third Party (including any alliance or joint venture partner) a payment or relief which indemnifies or compensates the Buyer or any of its Affiliates (in whole or in part) in respect of a Loss which has been the subject of a Claim, the Buyer shall or shall cause its relevant Affiliate to (i) promptly notify General Motors of the fact and provide such information as General Motors may reasonably require; (ii) take all reasonable steps or proceedings that General Motors may reasonably require to enforce such right; and (iii) pay to General Motors as soon as practicable after receipt an amount equal to the amount recovered from the Third Party (or, in the case of a relief, the amount the Buyer or its relevant Affiliate will effectively save by virtue of such relief), net of any costs and Tax incurred in relation to such recovery and corresponding payment.119

Exonerating and Mitigating Factors. (a) General Motors 8.7.1 The Seller shall not be held liable for indemnification to the extent the Purchaser Loss or Indemnified Tax for which indemnification is sought would not have arisen but for, or has been increased or not reduced as a result of, may be attributed to any voluntary action (except for costs incurred from mitigating actions for which General Motors has accepted to reimburse the Buyer in accordance with Section 14.7(d)) or omission on the part of the Purchaser and/or the Group Companies after the Closing Date or any change in accounting or Tax methods (including consolidation methods) or policies, in each case carried out after (i) policies of the Closing by the Buyer and/or any of its Affiliates (including any Target Group Company) (or its respective directors, employees or agents or successors in title) unless such action, omission or change is required to comply with applicable Law (other than any Law enacted after the date of this Agreement) or (ii) before the Closing, by any Sellers’ Retained Group Companies or any Target Group Company at after such date, except if the direction or request of the Buyer and/or its Affiliates (provided however that the Buyer Requested Transactions, as contemplated as of the date hereof, shall not be included in this section 14.7(a)(ii)) Notwithstanding the foregoing, the Buyer or the Buyer Designee is specifically allowed, without prejudice to its rights under Article 14, to implement any change to the transfer pricing policy (involving the Target Group Companies or the Controlled Dealership Entities) if (x) such change relates to transactions taking place after) accounting principles applied before the Closing Date ; (y) Buyer has first described to General Motors such proposed change (in detail sufficient for General Motors to understand the proposed change and the implications thereof including in respect of Pre-Closing Tax Periods) and discussed such proposed change in good faith with General Motors, and (z) (A) the Parties have agreed to such proposed change, or (B) if the Parties do did not agree on such proposed change and Buyer elects to appoint an independent expert (pursuant to the procedures described in the next sentence) and such expert is of the opinion that, taking into consideration the consequences of the Transactions, the proposed change is (at a “should” level of comfort) required in order to comply complied with applicable Law (other than any Law enacted after the date of this Agreement) or the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations of 2010, as in effect (the “OECD Guidelines”). If Buyer decides to refer the matter to an independent expert under Section 14.7(z)(B), the Parties shall mutually agree to the appointment of an independent expert within 15 days after the Buyer has proposed to General Motors the name of an independent expert, such independent expert shall be appointed by the President of the Commercial Court of Paris (Tribunal de Commerce de Paris) acting in summary proceedings (statuant comme en matière de référé) at the request of either the Buyer or General Motors, from among independent law firms of recognized international standing and active in Germany, France and the United States (other than any firm which may be in a material conflict of interest position with any of the Parties). Costs in relation to such procedure shall be borne equally by the Buyer and General Motors. For the avoidance of doubt, (x) any change to the transfer pricing policy that follows the procedures described in this paragraph shall not limit the liability of General Motors for (but for the avoidance of doubt, only to the extent of) Indemnified Taxes under this Article 14; and (y) the Buyer and the Buyer Designee shall not be required to follow the foregoing procedures with respect to the fact that New AOAG does not pay royalties under the IP License if it enters into the IP License Agreement on the Closing Date or that fees payable by New AOAG to the Sellers Retained Entities for IT services provided under the Ancillary Agreements depart from prior practice in the General Motors group, as applicablelaws. (b) General Motors 8.7.2 The Seller shall not be held liable in respect of any breach of representation or warranty or Indemnified Taxes to the extent they which would not have occurred but for any Law Tax related law passed after the date of this AgreementAgreement with retroactive effect. (c) If8.7.3 The Purchaser, following upon learning of the Closing Datesituation giving rise or likely to give rise to a Purchaser Loss, shall use its best efforts to mitigate the corresponding Purchaser Loss. 8.7.4 In the event that a situation giving rise to a Purchaser Claim is curable, the Buyer Designee Purchaser shall use its best efforts in order to procure that such a cure be implemented. 8.7.5 The Seller shall not be held liable for indemnification if the Purchaser has not exercised, or has not caused the Group Companies to exercise, any and all rights the Purchaser or the Target Group Companies amend or fail to reinstate any may have against third parties in connection with the corresponding Purchaser Loss. 8.7.6 It is specified, for the sake of their insurance policies in force immediately prior to clarity, that the Closing Date (or in the case of the Buyer Designee, fails to take out insurance policies providing Seller shall not be held liable for coverage similar to that benefiting to AOAG immediately prior to the Contribution Date), which General Motors represents is as set forth in Exhibit 14.7(c), the sum otherwise payable by General Motors indemnification in respect of a Claim will any facts or matters which were disclosed in any Exhibit attached hereto (it being specified that the information and documents appearing in one of the Exhibit relate to the representations and warranties to which the Exhibit in question refers but shall also be reduced deemed to relate to any other representation or warranty to which the said Exhibit or information and documents may apply). No indemnification shall be owed by the net amount that would have been recoverable from insurance carriers (net of any Tax cost) if the Target Group Companies had not amended or had reinstated such insurance policies following Seller in connection with liabilities reserved against in the Closing Date (or if the Buyer Designee had taken out insurance policies providing for coverage similar to that benefiting to AOAG immediately prior Financial Statements up to the Contribution Date)amounts in line with the Accounting Principles. (d) The Buyer shall take all reasonable efforts to mitigate costs related to Losses and Indemnified Taxes hereunder; provided that the Buyer shall not be required to take any mitigating action that would result in any costs unless General Motors shall have accepted in writing to reimburse the Buyer promptly therefor (and the Buyer shall promptly notify General Motors of the circumstances requiring any mitigation actions that would result in additional Loss or Taxes and cooperate with General Motors so that General Motors can fully assess the implications thereof). (e) In the event General Motors has made a payment to the Buyer and the Buyer or any of its Affiliates (including the Buyer Designee or any Target Group Company) receives or is entitled to recover (including by way of refund), even after expiration of the relevant time limit set forth in the first paragraph of Section 14.3 (whether by insurance, payment, discount, credit or otherwise) from a Third Party (including any alliance or joint venture partner) a payment or relief which indemnifies or compensates the Buyer or any of its Affiliates (in whole or in part) in respect of a Loss which has been the subject of a Claim, the Buyer shall or shall cause its relevant Affiliate to (i) promptly notify General Motors of the fact and provide such information as General Motors may reasonably require; (ii) take all reasonable steps or proceedings that General Motors may reasonably require to enforce such right; and (iii) pay to General Motors as soon as practicable after receipt an amount equal to the amount recovered from the Third Party (or, in the case of a relief, the amount the Buyer or its relevant Affiliate will effectively save by virtue of such relief), net of any costs and Tax incurred in relation to such recovery and corresponding payment.