Common use of Indemnification Calculations Clause in Contracts

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c).

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from Claim, such amount to be determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant Taxing Authorityjurisdiction. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with before any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)9.1(d, a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Each indemnified party shall agrees to use Commercially Reasonable Efforts all reasonable best efforts to pursue seek all available insurance claims reimbursements in connection with respect to any Lossesmatters that are the subject of indemnification hereunder. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of Losses incurred by the indemnified party for which the indemnification payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authorityis being made. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of this Section 12.2(c9.1(d), a Tax Benefit is "“currently realizable" ” to the extent that such Tax Benefit can actually be realized in the current taxable period or year in which the indemnity payment is made or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII ARTICLE IX shall be computed net of any insurance proceeds received by the indemnified party Indemnified Party (as defined below) in connection with such Losses. If an indemnified party Indemnified Party receives insurance proceeds in connection with Losses for which it has received indemnificationfull indemnification hereunder, such party shall refund to the indemnifying party Indemnifying Party (as defined below) the amount of such insurance proceeds when received, up to the amount of indemnification received, less any increases in insurance premiums that result from the making of such claim. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received partial indemnification hereunder, such party shall refund to the Indemnifying Party (as defined below) the amount of such insurance proceeds when received, in excess of the amount necessary to provide the Indemnified Party with a full recovery when combined with the partial indemnification hereunder, less any increases in insurance premiums that result from the making of such claim. An indemnified party Indemnified Party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. If ; provided, however, that (a) the amount pendency of such pursuit shall not hinder, delay or reduce the payment obligations of the Indemnifying Party hereunder with respect to which any Loss, and (b) the reasonable costs and expenses associated with the pursuit of such insurance claim is made under shall be Losses hereunder. The Buyer and the Company agree to treat any amounts payable pursuant this Article XII (ARTICLE IX as an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) adjustment to the party making the claimPurchase Price, the indemnity payment shall be reduced unless a final determination by the amount of appropriate Taxing Authority or court causes any such Tax Benefit actually available payment not to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior an adjustment to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Purchase Price for Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)purposes.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds resulting from the subject matter of such Loss actually received by the indemnified party Indemnified Party in respect of such Loss (net of any resulting increase in insurance premiums and any expenditures made in connection with obtaining such Losses. If insurance recovery). (b) The Parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an indemnified party receives insurance proceeds in connection with adjustment to the Purchase Price, unless otherwise required by applicable Law. (i) The amount of any Losses of the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, or Taxes for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made provided under Article VII or this Article XII (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment IX shall be reduced by (A) increased to take account of any net Tax cost actually incurred, in the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the Taxable year in which the payment giving rise to such indemnification was accrued, by the indemnified Party or its Affiliates arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (B) reduced to take account of any net Tax Benefit is benefit actually realized, in the Taxable year in which the payment giving rise to such indemnification was accrued, by the indemnified Party or its Affiliates arising from the incurrence or payment of any such Losses of the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, or Taxes. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in In computing the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at any such Tax cost or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to itbenefit, the Tax Benefit from any lossesBuyer Indemnified Parties or Seller Indemnified Parties, deductionsas the case may be, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with to recognize all other items of income, gain, loss, deduction or credit before recognizing any other losses, deductions, credits item arising from the receipt of any indemnity payment hereunder or itemsthe incurrence or payment of any indemnified Loss or Tax. For the purposes of Any indemnification payment under Article VII or this Article IX shall initially be made without regard to this Section 12.2(c)9.4(c) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the indemnified Party or its Affiliates has actually realized such cost or benefit. (ii) Section 9.4(c)(i)(B) shall apply only with respect to Losses of the Buyer Indemnified Parties or Taxes for which Buyer is indemnified under Article VII or this Article IX only (A) if the Apportioned Tax Attributes pursuant to Section 2.13(p) equal or exceed $125 million or (B) if the Apportioned Tax Attributes are less than $125 million, a Tax Benefit is "currently realizable" to the extent that such the Losses of the Buyer Indemnified Parties for which payments are actually paid by O-I and Seller or Taxes for which Buyer is indemnified under Article VII or this Article IX exceed the difference between $125 million and the Apportioned Tax Benefit can Attributes. (iii) For purposes of Section 9.4(c)(i): (A) a Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall be deemed to have "actually be realized in the current taxable period realized" a net Tax cost or year or in any a net Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior benefit to the date extent that, and at such time as, the amount of Taxes payable by such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, is increased above or reduced below, as the case may be, the amount of Taxes that such Buyer Indemnified Party or Seller Indemnified Party, as the case may be, would be required to pay but for the receipt of the Indemnity Claim. In indemnity payment or the event that there should be a determination disallowing incurrence or payment of such Loss or Tax, as the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party case may be; (B) the amount of any related increase or reduction previously allowed or payments previously made hereunder shall be adjusted to reflect any final determination with respect to the indemnifying party pursuant Buyer Indemnified Party's or Seller Indemnified Party's, as the case may be, liability for Taxes, and payments between the Parties to this Section 12.2(c). The amount reflect such adjustment shall be made if necessary; and (C) a Party's good faith determination of the refunded reduction net Tax cost or payment net Tax benefit actually realized shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)binding upon the other Party.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An Each indemnified party shall agrees to use Commercially Reasonable Efforts all reasonable best efforts to pursue seek all available insurance claims reimbursements in connection with respect to any Lossesmatters that are the subject of indemnification hereunder. If the amount with respect to which any claim is made under this Article XII IX or under Section 5.4 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.1(d), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of Losses incurred by the indemnified party for which the indemnification payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authorityis being made. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any lossesLosses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of this Section 12.2(c9.1(d), a Tax Benefit is "“currently realizable" ” to the extent that such Tax Benefit can actually be realized in the current taxable period or year in which the indemnity payment is made or in any Tax Return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)Section. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Section. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Aggregate Consideration, unless otherwise required by applicable Law.

Indemnification Calculations. (i) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any third-party insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the indemnified party in connection with such LossesLosses net of any increase in premiums or retroactive premium adjustment attributable to such recovery of insurance proceeds. If an indemnified party receives such insurance proceeds or indemnification recoveries in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts received net of any increase in premiums or retroactive premium adjustment attributable to pursue such recovery of insurance claims with respect to any Lossesproceeds. If the amount with respect to which any claim is made under this Article XII VIII (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit an actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day ; provided, however, that such obligation of the month following indemnified party to refund to the year in which indemnifying party the amount of any Tax Benefit shall only apply to the extent that such Tax Benefit is realized. For actually realized within three (3) years following the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity ClaimClosing Date. For purposes of this Section 12.2(c9.1(c), a "“Tax Benefit" ” to a party means an amount by which the tax liability Tax Liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by), but not below zero, net of any increase in such party's tax liability ’s Tax Liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing AuthorityGovernmental Authority with responsibility for Taxes. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any to be utilized after all other losses, deductions, credits or items. For the purposes of this Section 12.2(c)items have been completely utilized (i.e., a Tax Benefit is "currently realizable" to not actually realized until the extent that such relevant party actually pays less in Taxes than it otherwise would have paid without the supposed Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity ClaimBenefit). In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party for any Taxes or Losses resulting from such disallowance. (ii) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law. (iii) Each indemnified party shall take commercially reasonable steps to mitigate any Loss in respect of which a claim could be made under this Article IX or any other provision of this Agreement, provided such mitigation does not disrupt the ongoing business operations of the indemnified party. Any costs or reasonable out of pocket expenses incurred by an Indemnified Party in connection with such mitigation shall constitute a “Loss” that may be recovered by the Indemnified Party under this Article IX. (iv) The amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment Loss for which indemnification is provided hereunder shall be deemed reduced by the portion of such Loss which shall have been included as a payment under this Section 12.2(c) deduction from Net Working Capital in the Conclusive Net Working Capital and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Capex Statement.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII Agreement shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Agreement (including under Section 5.6) (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.4(a), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement is deemed to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from or its payment of the liability giving rise to such Indemnity Claim, such amount or deemed amount to be determined at an assumed marginal tax rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant Taxing Authorityjurisdiction. Where a party has other losses, deductions, credits or items available The parties agree that any indemnification payments made pursuant to it, the this Agreement shall be treated for Tax Benefit from any losses, deductions, credits or items relating purposes as an adjustment to the Indemnity Claim Purchase Price, unless otherwise required by applicable Law. (b) Indemnifiable Losses shall be deemed realized proportionately with in no event include any other lossesspecial, deductionsindirect, credits incidental, punitive or items. For the purposes of this Section 12.2(c)consequential damages whatsoever, a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized except (i) in the current taxable period event of fraud, gross negligence or year or willful misconduct and (ii) in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefitthird party has been awarded special, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed indirect, incidental, punitive or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)consequential damages.

Indemnification Calculations. (a) The amount of any Seller Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8 (an "Indemnity ClaimINDEMNITY CLAIM") gives rise to a currently realizable Tax Benefit (as defined below) ), computed on a present value basis using the highest ordinary income tax rate applicable to corporate taxpayers, a discount rate of 10%, and assumed realization for such Tax Benefit on the seventh anniversary of the Closing Date, to the party making the claim, the indemnity payment shall be reduced by the amount of the Tax Benefit, computed on a present value basis using the highest ordinary income tax rate applicable to corporate taxpayers, a discount rate of 10%, and assumed realization for such Tax Benefit actually on the seventh anniversary of the Closing Date, available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c)8.3, a "Tax BenefitTAX BENEFIT" to a party means an amount by which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit refund or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.3.

Indemnification Calculations. (i) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any third-party insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the indemnified party in connection with such LossesLosses net of any increase in premiums or retroactive premium adjustment attributable to such recovery of insurance proceeds. If an indemnified party receives such insurance proceeds or indemnification recoveries in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts received net of any increase in premiums or retroactive premium adjustment attributable to pursue such recovery of insurance claims with respect to any Lossesproceeds. If the amount with respect to which any claim is made under this Article XII VIII (an "Indemnity Claim") --------------- gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit an actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day ; provided, -------- however, that such obligation of the month following indemnified party to refund to the year in which ------- indemnifying party the amount of any Tax Benefit shall only apply to the extent that such Tax Benefit is realized. For actually realized within three (3) years following the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity ClaimClosing Date. For purposes of this Section 12.2(c9.1(c), a "Tax Benefit" to a party means an amount by which the tax liability Tax Liability ----------- of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, including by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by), but not below zero, net of any increase in such party's tax liability Tax Liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing AuthorityGovernmental Authority with responsibility for Taxes. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any to be utilized after all other losses, deductions, credits or items. For the purposes of this Section 12.2(c)items have been completely utilized (i.e., a Tax ---- Benefit is "currently realizable" to not actually realized until the extent that such relevant party actually pays less in Taxes than it otherwise would have paid without the supposed Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity ClaimBenefit). In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of for any related reduction previously allowed Taxes or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)Losses resulting from such disallowance.

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any ---------------------------------- claim is made under this Article XII X (an "Indemnity Claim") gives rise to a --------------- currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)10.3, a "Tax Benefit" to a party means an amount by ----------- which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with last relative to any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)10.3, a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)10.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 10.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)10.3.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII Agreement shall be computed net of any insurance proceeds (or other third-party indemnification proceeds) received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds (or other third-party indemnification) in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party Indemnifying Party the amount of such insurance proceeds when receivedpromptly after receipt thereof, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. The Buyers shall surrender (and otherwise become subrogated) to the Sellers rights to the recovery on, and the conduct of any Tax Claims against the Sellers’ third-party indemnitors, but only if and when the Buyer has actually received full compensation from the Sellers in respect of the matter that is the subject of such claims. If the amount with respect to which any claim is made under this Article XII Agreement (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent that such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives is reasonably expected to give rise to a material, subsequently realized Tax Benefit to the other party that made the claim, such party the indemnity payment shall refund to be reduced by the indemnifying party the amount reasonably estimated present value of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity ClaimBenefit. For purposes of this Section 12.2(c9.4(a), a "“Tax Benefit" ” to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from or its payment of the Liability giving rise to such Indemnity Claim, such amount to be determined at an assumed marginal rate equal to the highest marginal tax rate then in effect for corporate taxpayers in the relevant Taxing Authorityjurisdiction. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with after any other losses, deductions, credits or items. For the purposes of The parties agree that any indemnification payments made pursuant to this Section 12.2(c), a Tax Benefit is "currently realizable" Agreement shall be treated as an adjustment to the extent that such Tax Benefit can actually be realized Purchase Price, unless otherwise required by applicable Law. (b) Indemnifiable Losses shall in no event include any special, indirect, incidental, punitive or consequential damages whatsoever, except (i) in the current taxable period event of fraud, gross negligence or year or willful misconduct and (ii) in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefitthird party has been awarded special, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed indirect, incidental, punitive or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)consequential damages.

Indemnification Calculations. (a) The amount of any Seller Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8.4 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8.4 (an "Indemnity Claim") gives rise to a currently realizable Tax --------------- Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.4, a "Tax Benefit" to a party means an amount by which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)8.4, a "Tax Benefit Benefit" is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry carry-back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). 8.4. (b) The amount of the refunded reduction or payment parties agree that any indemnification payments made pursuant to this Agreement shall be deemed a payment under this Section 12.2(c) and thus treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law, in which case such payments shall be paid subject made in an amount sufficient to any applicable reductions under this Section 12.2(c)indemnify the relevant party on a net after-tax basis.

Indemnification Calculations. (a) The amount of any Sellers’ Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. The amount of any Sellers’ Losses or Buyer Losses for which indemnification is provided under this Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8 (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.3, a "“Tax Benefit" to a party ” means an amount by which the tax liability of such the party (or group of Affiliates entities including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim otherwise plus any related interest received from the relevant Taxing Authoritytaxing authority. The amount of any Tax Benefit which shall reduce any Indemnity Claim pursuant to this Section 8.3 shall equal, (i) in the case of a deduction or reduction of income, profits or gains by virtue of an increased tax basis, or otherwise, the product of (x) the deduction or reduction of income profits or gains multiplied by (y) the highest marginal income tax rate paid by a corporation pursuant to Section 11(b) of the Code if such Indemnity Claim relates to the Assets other than the Parthenon Shares and the rate of mainstream corporation tax in the U.K. if such Indemnity Claim relates to the Parthenon Shares or (ii) in the case of a refund or credit, the full amount of such refund or credit. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)8.3, a Tax Benefit is "“currently realizable" ” to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.3. (b) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII Agreement shall be computed net of any insurance proceeds or proceeds pursuant to any claim, recovery, settlement or payment by and against any other Person received by the indemnified party Indemnified Party in connection with such Losses, net of any Taxes incurred on such proceeds. If an indemnified party Indemnified Party receives insurance proceeds or other proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party Indemnifying Party the amount of such insurance proceeds or other proceeds when received, up to the amount of indemnification received, but net of Taxes. An indemnified party Indemnified Party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses. . (b) If the amount with respect to which any claim is made under this Article XII Agreement (an "“Indemnity Claim"”) gives rise to a currently realizable Tax Benefit (as defined below) benefit to the party making Indemnified Party (or any of its Affiliates) and such Tax benefit (or any portion thereof) is actually realized in cash (or as a reduction of Taxes otherwise currently payable in cash in the claimthen-current taxable period), the indemnity payment shall be reduced by the amount of such Tax Benefit benefit, when and as realized and determined on a “with and without” basis, and, if such Tax benefit is actually available realized after an indemnification payment is made, the Indemnified Party shall, within seven days of so actually realizing such Tax benefit, pay (on its behalf or on behalf of its Affiliate, as applicable) to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party Indemnifying Party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in benefit, up to the amount of the initial Indemnity Claim, indemnification received. (c) Seller Parent and the liabilities Buyer agree to use commercially reasonable efforts to mitigate any Loss that forms the basis of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. a claim hereunder. (d) For purposes of this Section 12.2(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party calculating the amount of any related reduction previously allowed Losses arising from a breach of a representation or payments previously made to warranty and determining whether a breach of a representation or warranty has occurred, the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction representation or payment warranty shall not be deemed a payment under this Section 12.2(c) and thus shall be paid subject qualified by any references to any materiality, “Material Adverse Effect” or similar qualification contained in or otherwise applicable reductions under this Section 12.2(c)to such representation or warranty.

Indemnification Calculations. (i) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII VIII shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts commercially reasonable efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII VIII or under Section 6.5 (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day business day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c8.1(c), a "Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c).or

Indemnification Calculations. The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII ARTICLE IX shall be computed net of any insurance proceeds received by the indemnified Indemnified Party from a third party insurer in connection with such Losses, including insurance proceeds or other amounts included among the Sold Assets under Section 2.1(m). If an indemnified party Indemnified Party receives insurance proceeds from a third party insurer in connection with Losses for which it has received indemnificationfull indemnification hereunder, such party shall refund to the indemnifying party Indemnifying Party the amount of such insurance proceeds when received, up to the amount of indemnification received, less any increases in insurance premiums that result from the making of such claim. If an Indemnified Party receives insurance proceeds in connection with Losses for which it has received partial indemnification hereunder, such party shall refund to the Indemnifying Party the amount of such insurance proceeds when received, in excess of the amount necessary to provide the Indemnified Party with a full recovery when combined with the partial indemnification hereunder, less any increases in insurance premiums that result from the making of such claim. An indemnified party Indemnified Party shall use Commercially Reasonable Efforts its commercially reasonable efforts to pursue insurance claims with respect to any Losses; provided, however, that the reasonable costs and expenses associated with the pursuit of such insurance claim shall be Losses hereunder. If The Buyer and the amount with respect Seller agree to which treat any claim is made under amounts payable pursuant to this Article XII (ARTICLE IX as an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) adjustment to the party making the claimPurchase Price, the indemnity payment shall be reduced unless a final determination by the amount of appropriate Taxing Authority or court causes any such Tax Benefit actually available payment not to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior an adjustment to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c), a "Purchase Price for Tax Benefit" to a party means an amount by which the tax liability of such party (or group of Affiliates including such party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c). The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)purposes.

Indemnification Calculations. (a) The amount of any Sellers' Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8 shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an Losses and the indemnified party receives must first seek coverage to the maximum extent under any insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to policy before the indemnifying party the amount of such insurance proceeds when received, up is obligated to provide indemnification to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Lossesunder this Section 8. If the payment or accrual by the indemnified party of the amount with respect to which any claim is made under this Article XII Section 8 (an "Indemnity Claim") gives would give rise to a current income tax deduction and thereby a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.4, a "Tax Benefit" to a party means an amount by which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced as compared with the tax that would have been payable by such party but for the payment or accrual of the amount with respect to which the Indemnity Claim is made (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the Tax Benefit from any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed to be realized proportionately with any other losses, deductions, credits or items. For the purposes of this Section 12.2(c)8.4, a Tax Benefit is "currently realizable" to the extent it can be reasonably anticipated that such Tax Benefit can actually will be realized in the current taxable period or year or in any Tax Return tax return with respect thereto (including through a carry back carryback to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.4. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.4 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.4. (b) The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.

Indemnification Calculations. (a) The amount of any Losses for which ---------------------------- indemnification is provided under this Article XII IX shall be computed net of any third-party ---------- insurance proceeds and recoveries in respect of third party indemnification obligations actually received by the indemnified party or parties seeking indemnification (the "Indemnified Party") in connection with such Losses. The Indemnified ----------------- Party shall use commercially reasonable efforts to obtain recovery in respect of any Losses from any insurer or other third party indemnity in respect of such Losses. If an indemnified party Indemnified Party receives such insurance proceeds or indemnification recoveries in connection with Losses for which it has received indemnificationindemnification hereunder, such party shall refund to the indemnifying party or parties that have provided indemnification hereunder (the "Indemnifying Party") the ------------------ amount of such insurance proceeds or recovery when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims received hereunder with respect to any such Losses. If the amount any Loss with respect to which any claim is made an Indemnified Party has actually been indemnified under this Article XII IX (an "Indemnity Claim") gives rise to a currently realizable Tax Benefit (as defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable Tax Benefit, if the amount with respect to which such Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claimsuch ---------- --------------- Indemnified Party, such party Indemnified Party shall refund to the indemnifying party Indemnifying Party the amount of such Tax Benefit when, as and if if, and only to the extent actually realized. Refunds relating realized and recognized; provided, however, that such obligation of -------- ------- the Indemnified Party to subsequent refund to the Indemnifying Party the amount of any Tax Benefits Benefit shall be made on only apply to the last Business Day of the month following the year in which the extent that such Tax Benefit is realizedactually realized and recognized within seven (7) years following the date on which such Indemnity Claim is made. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined as though both occurred at or prior to the time of payment of the initial Indemnity Claim. For purposes of this Section 12.2(c9.3(a), a "Tax -------------- --- Benefit" to a party an Indemnified Party means an amount by which the tax Tax liability of ------- such party Indemnified Party (or such group of Affiliates including entities that files a consolidated, combined or unitary Tax Return that includes such partyIndemnified Party) currently payable in cash is actually reduced (includingby deduction or credit, without limitation, by deduction, reduction net of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such partyIndemnified Party's tax Tax liability as a result of its receipt of payment for in respect of such Indemnity Claim plus (but in any related interest received from case, not below zero), calculated as if such deduction or credit was the last item taken into account by such Indemnified Party (or such group of entities that files a consolidated, combined or unitary Tax Return that includes such Indemnified Party) in calculating its Tax liability for each relevant Taxing Authority. Where a party has other losses, deductions, credits or items available taxable period. (b) The parties agree that any indemnification payments made pursuant to it, the this Agreement shall be treated for Tax Benefit from any losses, deductions, credits or items relating purposes as an adjustment to the Indemnity Claim Purchase Price, unless otherwise required by applicable Law. (c) Each Indemnified Party shall take all commercially reasonable steps to mitigate any Loss in respect of which a claim could be deemed realized proportionately with made under this Article IX or any other losses, deductions, credits or items. For the purposes provision of this Section 12.2(c), a Tax Benefit is "currently realizable" to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto Agreement. ---------- (including through a carry back to a prior taxable periodd) or in any taxable period or year prior to the date of the Indemnity Claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying No party shall be liable entitled to refund to recover for more than the indemnified party the full amount of any related reduction previously allowed or payments previously made to Loss under the indemnifying party pursuant to provisions of this Section 12.2(c). The amount Agreement in respect of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) and thus shall be paid subject to any applicable reductions under this Section 12.2(c)such Loss.

Indemnification Calculations. (a) The amount of any Seller Losses or Buyer Losses for which ---------------------------- indemnification is provided under this Article XII Section 8.1 or 8.2, as applicable, shall be computed net of any insurance proceeds received by the indemnified party in connection with such Losses. If an indemnified party receives insurance proceeds in connection with Losses for which it has received indemnification, such party shall refund to the indemnifying party the amount of such insurance proceeds when received, up to the amount of indemnification received. An indemnified party shall use Commercially Reasonable Efforts to pursue insurance claims with respect to any Losses. If the amount with respect to which any claim is made under this Article XII Section 8.1 or 8.2, as applicable (an "Indemnity Claim") gives rise to a currently realizable an actual Tax Benefit (as --------------- defined below) to the party making the claim, the indemnity payment shall be reduced by the amount of such the Tax Benefit actually available to the party making the claim. To the extent such Indemnity Claim does not give rise to a currently realizable an actual Tax Benefit, if the amount with respect to which such any Indemnity Claim is made gives rise to a subsequently realized Tax Benefit to the party that made the claim, such party shall refund to the indemnifying party the amount of such Tax Benefit when, as and if actually realized. Refunds relating to subsequent Tax Benefits shall be made on the last Business Day of the month following the year in which the Tax Benefit is realized. For the purposes of this Agreement, any subsequently realized Tax Benefit shall be treated as though it were a reduction in the amount of the initial Indemnity Claim, and the liabilities of the parties shall be re-determined redetermined as though both occurred at or prior to the time of payment of the initial Indemnity Claimindemnity payment. For purposes of this Section 12.2(c)8.3, a "Tax Benefit" to a party means an amount by ----------- which the tax liability of such the party (or group of Affiliates corporations including such the party) is actually reduced (including, without limitation, by deduction, reduction of income by virtue of increased tax basis or otherwise, entitlement to refund, credit or otherwise) as such amount may actually be reduced by, but not below zero, any increase in such party's tax liability as a result of its receipt of payment for such Indemnity Claim plus any related interest received from the relevant Taxing Authoritytaxing authority. Where a party has other losses, deductions, credits or items available to it, the determination of any Tax Benefit from shall be calculated by comparing the tax liability of the indemnified party, computed without regard to any losses, deductions, credits or items relating to the Indemnity Claim shall be deemed realized proportionately with indemnity claim, to the tax liability of the indemnified party, computed after taking into account any other losses, deductions, credits or items. For the purposes of this Section 12.2(c), a Tax Benefit is "currently realizable" items relating to the extent that such Tax Benefit can actually be realized in the current taxable period or year or in any Tax Return with respect thereto (including through a carry back to a prior taxable period) or in any taxable period or year prior to the date of the Indemnity Claimindemnity claim. In the event that there should be a determination disallowing the Tax Benefit, the indemnifying party shall be liable to refund to the indemnified party the amount of any related reduction previously allowed or payments previously made to the indemnifying party pursuant to this Section 12.2(c)8.3. The amount of the refunded reduction or payment shall be deemed a payment under this Section 12.2(c) 8.3 and thus shall be paid subject to any applicable reductions under this Section 12.2(c)8.3. (b) The parties agree that any Losses for which indemnification is provided under Section 8.1 and 8.2 and indemnification payments made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable law.