Common use of Indemnity Payments Clause in Contracts

Indemnity Payments. (a) Subject to Section 10.5(e) and Section 10.6(b), (i) the Indemnifying Party will pay all amounts payable pursuant to this ARTICLE 10, by wire transfer of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any event, the Indemnifying Party will pay to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in Dollars, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim shall be reduced by (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to Parent.

Indemnity Payments. Indemnified Damages Payments (aas defined in Section 6(d)) Subject to shall be made in both Escrowed Shares (and/or Escrowed Cash in accordance with Section 10.5(e6(a)(ii)) and Section 10.6(b), (i) the Indemnifying Party will pay all amounts payable pursuant Indemnity Escrowed Warrant Shares. With respect to this ARTICLE 10, by wire transfer of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee of a xxxx for any Indemnified Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any event, the Indemnifying Party will pay to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in DollarsPayment, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” payment that will exist when be paid from (Ax) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim Indemnity Escrow Fund shall be reduced by determined as follows: the product of (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Indemnified Damages to which such Payment for the particular indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) a fraction, (A) the numerator of which is the value of the Indemnity Escrow Fund determined as of the date that the calculation is being made and (B) the denominator of which is the value of (1) the Indemnity Escrow Fund plus (2) the remaining Indemnity Escrowed Warrant Shares, in each case determined as of the date that the calculation is being made, and (y) the Indemnity Escrowed Warrant Shares shall be determined as follows: the product of (i) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) Indemnified Damages Payment for the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such particular indemnity claim and expressly (ii) a fraction, (A) the numerator of which is the value of the remaining Indemnity Escrowed Warrant Shares on the date that the calculation is being made and (B) the denominator of which is the value of (1) the Indemnity Escrow Fund plus (2) the remaining Indemnity Escrowed Warrant Shares, in each case determined as of the date that the calculation is being made. The Escrowed Shares and Indemnity Escrowed Warrant Shares shall be valued as provided in Section 4(c) hereof. For the avoidance of doubt, the Excess Proceeds that may be included as a current liability in the calculation of Closing Net Working Capital and taken into account Indemnity Escrow Fund at any time shall not be included in the calculation any determination of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount value of the recovery (net Indemnity Escrow Fund for purposes of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to Parentthe foregoing calculations.

Indemnity Payments. Any payment Sellers are obligated, after accounting for and subject to the limitations on indemnification set forth in this Article VIII, to make to any Buyer Indemnified Parties pursuant to this Article VIII shall be paid within five (5) Business Days after the date notice of any sums due and owing is given to the Sellers’ Representative, (a) Subject to Section 10.5(e) and Section 10.6(b)first, from the Indemnity Escrow Funds, (ib) next, from the Indemnifying Party will pay all amounts payable pursuant to this ARTICLE 10R&W Insurance Policy, (c) next, from the Special Escrow Funds, and (d) only then, from Sellers by wire transfer of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee funds. Upon the expiration of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any eventGeneral Survival Period, the Indemnifying Party will pay Escrow Agent shall release the amount then remaining in the Indemnity Escrow Account (to the Purchaser Indemniteeextent not utilized to pay Buyer for any indemnification claim) to Sellers, except that the Escrow Agent shall retain an amount (up to the total amount then held by wire transfer in immediately available cash funds in Dollars, the Escrow Agent) equal to the amount of claims for indemnification under this Article VIII asserted prior to the expiration of the General Survival Period but not yet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay Buyer for any Damages for which it is liable hereunder no later than three days following any determination such claims resolved in favor of such Damages Buyer) upon their resolution in accordance with this Article VIII and the Indemnifying Party’s liability thereforEscrow Agreement. A “determination” will exist when Upon the expiration of the Special Survival Period, the Escrow Agent shall release the amount then remaining in the Special Escrow Account (A) the parties to the dispute have agreed on a resolution extent not utilized to pay Buyer for any indemnification claim) to Sellers, except that the Escrow Agent shall retain an amount (up to the dispute, (Btotal amount then held by the Escrow Agent) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect equal to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim shall be reduced by (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect claims for indemnification under Section 8.2(a)(vi) asserted prior to the Damages expiration of the Special Survival Period but not yet resolved. Any payment Buyer is obligated to which such indemnity claim relates, net of make to any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating Seller Indemnified Party shall be paid to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to ParentSeller Indemnified Party.

Indemnity Payments. (a) Subject If the entire amount then in the Retention Holdback or the Reserve Holdback, as applicable, as contemplated by Section 8.2(b) is sufficient to Section 10.5(e) and Section 10.6(b), (i) cover the Indemnifying Party will pay all amounts payable aggregate indemnification obligations of the Company Stockholders pursuant to this ARTICLE 10Article VIII, then no later than five (5) Business Days following any Final Determination of the claims set forth in the applicable Claim Notice, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by wire transfer each of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee of a xxxx for Damages that are Parent and the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any event, the Indemnifying Party will pay Stockholder Representative to the Purchaser IndemniteeEscrow Agent directing the Escrow Agent to transfer and release to Parent an amount from the Retention Holdback or Reserve Holdback, by wire transfer in immediately available cash funds in Dollarsas applicable, equal to the amount of any Damages the Losses for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the disputeCompany Stockholders are liable, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination as finally determined in accordance with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim shall be reduced by (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery the entire amount then in the Retention Holdback and the Reserve Holdback, as applicable, is made insufficient to cover such Losses, then, subject to the limitations set forth in this Article VIII: (A) then no later than five (5) Business Days following any Final Determination of the claims set forth in the applicable Claim Notice, Parent and the Stockholder Representative shall deliver a joint written instruction, duly executed by each of Parent and the Stockholder Representative to the Escrow Agent directing the Escrow Agent to transfer and release to Parent the remainder of the Retention Holdback and Reserve Holdback, as applicable; and (B) Parent will notify and deliver to the Stockholder Representative the applicable Notice Schedule and, within twenty (20) Business Days of such notice, each Company Stockholder will pay to Parent in cash (on behalf of itself and any other Parent Indemnified Party) its Pro Rata Share of any such shortfall. Following its receipt of any such notice from Parent described in the foregoing clause (B) regarding amounts owed directly by the Purchaser Indemnitee or any Company Stockholders to Parent, the Stockholder Representative shall, subject to its prior receipt of its Affiliates (including recovery a Notice Schedule, promptly notify each Company Stockholder of any judicial deposits) obligation with respect to any Damages for which any such Person has been indemnified hereundershortfall; provided, then a refund equal that the Stockholder Representative’s obligation to the aggregate amount of the recovery (net notify each Company Stockholder of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereofobligation to pay amounts owed pursuant to Section 8.5(a) shall be made promptly satisfied upon transmission of such email notice to Parent.the email addresses included in the Notice Schedule. (b) Notwithstanding the foregoing Section 8.5(a), if the Parent Indemnified Parties are entitled to recover directly from each Company Stockholder pursuant to Section 8.2(b)(ii)(B)(2), then

Indemnity Payments. (a) Subject Notwithstanding anything to Section 10.5(e) and Section 10.6(b)the contrary in this Agreement, if any Seller is obligated to indemnify an Indemnified Party under this ARTICLE VIII such obligation shall be satisfied, subject to the limitations provided for in this ARTICLE VIII, as follows: (i) the Indemnifying Party will pay all amounts payable pursuant indemnity obligations arising under Sections 8.2(a)(ii) (except for those relating to this ARTICLE 10Sections 3.1 and 3.15) or Section 8.2(d)(i) (except for those relating to Sections 4.1, 4.5 and 4.6) shall be satisfied first, by wire transfer LTFS offsetting such obligations against payments to be made to such Seller under such Seller’s Cap Note, until (together with offsets, if any, under Section 8.5(ii)) the amount of immediately available the Cap Note is fully offset and then, by payment by such Seller in cash funds in Dollars, promptly to the Indemnified Party within ten (10) days following receipt from a Purchaser Indemnitee of a xxxx for Damages that are written demand therefor made by LTFS to the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser IndemniteeRepresentatives, and (ii) indemnity obligations arising under any other provision of this ARTICLE VIII (including those relating to Sections 3.1, 3.15, 4.1, 4.5 and 4.6) shall, at the election of LTFS, be offset by LTFS against payments to be made to such Seller under such Seller’s Cap Note or by payment by such Seller in cash to the Indemnified Party within ten (10) days following written demand therefor made by LTFS to the Representatives. The Balance Notes shall not be subject to a right of offset, unless such offset is agreed to in writing in advance by the applicable Seller in his or its sole discretion. If a Seller fails to make payment in cash to the Indemnified Party as claimed under this Section 8.5 or to consent to an offset against the Balance Note in respect of such claim (an “Unpaid Indemnity Obligation Claim”), then the reasonable fees and expenses (including legal fees and disbursements) incurred by the Party who prevails in any eventsuit, the Indemnifying Party will pay to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in Dollars, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order action or judgment, or (C) an arbitration or like panel will have rendered a final determination proceeding with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim such Unpaid Indemnity Obligation Claim shall be reduced by an Indemnification Obligation under this Article VIII of (ix) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect Sellers whose Unpaid Indemnity Obligation Claim is determined to the Damages be valid, in proportion to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject their respective shares of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts Unpaid Indemnity Obligation Claim or (y) LTFS, if such Unpaid Indemnity Obligation Claim is determined not to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to Parentvalid.

Indemnity Payments. (a) Subject to Section 10.5(e) and Section 10.6(b), (i) Payments by the Indemnifying Party will pay all amounts payable Sellers to the Purchaser pursuant to this ARTICLE 10, Clause 11.1 shall be due 20 (twenty) Business Days after the respective Seller has been notified in writing by wire transfer of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemniteeabout the payment obligation or the upcoming payment and the corresponding payment date and has received a copy of the underlying Tax return, assessment or payment order, but in no case earlier than five Business Days prior to the date at which the underlying Tax is due and payable or will be paid to the Tax Authority. (ii) in If a Tax case is still open, but the Tax payment has to be made by any eventGroup Company before the Tax assessment has become finally binding (formell und materiell bestandskräftig), the Indemnifying Party will pay Sellers shall indemnify the Purchaser on the same basis as set forth in this Clause 11. The relevant indemnification payments of the Sellers shall be treated as advance indemnification payments to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in DollarsPurchaser. If a lower Tax than already indemnified is subsequently assessed, the amount of any Damages for which it is liable hereunder no difference shall be reimbursed by the Purchaser or the relevant Group Companies to the Sellers not later than three days following any determination of such Damages and ten Business Days after the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties difference has been finally refunded to the dispute have agreed on relevant Group Companies by the Tax Authorities (including by way of set-off against other Taxes). The Purchaser shall, and shall procure that the respective Group Company will, notify the Seller in writing without undue delay about such lower Tax assessment. If a resolution higher Tax than already indemnified is subsequently assessed, the difference shall be reimbursed by the Sellers in accordance with the provisions of this Clause 11. The Sellers shall be entitled to have, at the disputeSellers’ own expense, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination certified accounting firm review whether the Purchaser has fully complied with respect to disputes the parties have agreed to submit theretoits notification obligation. (biii) The amount Sellers shall make any payments to the Purchaser. (iv) Upon request of Damages recoverable by the Sellers the Purchaser shall procure that, in line with past practice of the Sellers, the respective Group Company uses all efforts to achieve a Purchaser Indemnitee pursuant deferred payment date, in particular but not limited to this ARTICLE 10 the application for a suspension of enforcement of Tax payment obligation (Aussetzung der Vollziehung) or equivalent application in foreign jurisdictions. Any interest payment imposed on any Group Company and resulting from or accruing in connection with respect to an indemnity claim the deferred payment shall be reduced by (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made borne by the Purchaser Indemnitee or any of its Affiliates Sellers. (including recovery of any judicial depositsv) with respect to any Damages If the Tax for which any such Person an indemnification payment has been indemnified hereundermade is subsequently reduced within seven (7) years from the Closing Date, then a refund equal the Purchaser shall be obliged to reimburse the aggregate amount of Sellers for the recovery (net of any retentiondifference between the higher indemnification payment and the lower Tax amount, deductible or collection costs including all interests related thereto as finally and expenses in connection therewith or increases in premiums payable as a result thereofbindingly assessed by the Tax Authorities provided however, that Clause 11.1.3(ii) shall be made promptly to Parentapply accordingly. The Purchaser shall, and shall procure that the Group Companies will, notify the Sellers in writing without undue delay about a subsequent reduction of Taxes together with all relevant material underlying documents and information.

Indemnity Payments. Any payment Sellers are obligated to make to any Buyer Indemnified Parties pursuant to this Article VIII shall be paid (a) Subject first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Buyer Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Sellers’ Representative (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; provided that, if the payment obligation is required pursuant to Section 10.5(e8.2(b) or otherwise relates to an inaccuracy in or breach of a Fundamental Representation, Buyer may, in its sole discretion, elect to recover all or any portion of such amount directly from the Sellers against which such claim is asserted regardless of the amount of fund in the Indemnity Escrow Account (or any combination of recovery from the Indemnity Escrow Account or directly from the Sellers), and Section 10.6(b)(b) second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then, in Buyer’s sole discretion, (i) the Indemnifying Party will Sellers shall pay all amounts payable pursuant of such additional sums due and owing to this ARTICLE 10, the Buyer Indemnified Parties by wire transfer of immediately available cash funds in Dollarswithin five (5) Business Days after the date of such notice, promptly following receipt from a Purchaser Indemnitee of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and or (ii) in any eventBuyer may offset such additional sums due and owing to the Buyer Indemnified Parties from the Earnout Payments actually payable pursuant to Section 2.5 (subject to Section 8.9). Upon the expiration of the General Survival Period, the Indemnifying Party will pay Escrow Agent shall deposit with the Sellers’ Representative the amount then remaining in the Indemnity Escrow Account (to the Purchaser Indemnitee, extent not utilized to pay Buyer for any indemnification claim) and the Sellers’ Representative shall distribute such portion of the Indemnity Escrow Amount to each Seller by wire transfer in of immediately available cash funds to such account or accounts designated by Sellers’ Representative, in Dollarsaccordance with each Seller’s respective Pro Rata Share, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of any Damages claims for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties indemnification under this Article VIII asserted prior to the dispute have agreed on a resolution to expiration of the dispute, General Survival Period but not yet resolved (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) “Unresolved Claims”). The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim Indemnity Escrow Amount retained for Unresolved Claims shall be reduced released by the Escrow Agent (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by not utilized to pay Buyer for any such Purchaser Indemnitee claims resolved in favor of Buyer) upon their resolution in accordance with this Article VIII and (iii) the amount of any accrual or reserve Escrow Agreement. Any payment Buyer is obligated to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related make to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) Seller Indemnified Party shall be made promptly paid to Parentsuch Seller Indemnified Party.” t. The Purchase Agreement is hereby amended by adding a Section 8.9 to Article VIII as follows:

Indemnity Payments. (a) Subject to Section 10.5(e) and Section 10.6(b5.5(b), Seller (iif the indemnified party is a Buyer Indemnified Party) or Buyer (if the Indemnifying Party indemnified party is Seller) will pay or cause to be paid all amounts payable pursuant to this ARTICLE 10Article V, by wire transfer of immediately available cash funds in Dollarsfunds, promptly following receipt from a Purchaser Indemnitee an indemnified party of a xxxx written notice, together with all accompanying reasonably detailed back-up documentation, for Damages that are the subject of indemnification hereunder, unless Seller (if the Indemnifying Party indemnified party is a Buyer Indemnified Party) or Buyer (if the indemnified party is Seller) in good faith reasonably disputes the such Damages, in which event it will promptly so notify the Purchaser Indemnitee, indemnified party and (ii) pay any such Damages not in dispute. In any event, subject to Section 5.5(b), Seller (if the Indemnifying Indemnified Party is a Buyer Indemnified Party) or Buyer (if the Indemnified Party is Seller) will pay or cause to be paid to the Purchaser Indemniteeindemnified party, by wire transfer in of immediately available cash funds in Dollarsfunds, the amount of any Damages for which it is liable hereunder no later than three days Business Days following any final determination of such Damages and the Indemnifying Partyindemnifying party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee pursuant Subject to this ARTICLE 10 with respect to an indemnity claim shall be reduced by (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relatesSection 5.5(c), net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by such Purchaser Indemnitee and (iii) the amount of any accrual or reserve to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person Seller is liable under this Article V shall be satisfied from the following sources, subject to the limitations set forth in this Article V: (i) first, until the first (1st) anniversary of the Closing Date, as an offset against the principal of the Promissory Note; (ii) second, until the first (1st) anniversary of the Closing Date, to the extent the Promissory Note has been indemnified repaid in full or the principal is insufficient to satisfy any Damages for which Seller is liable hereunder, as an offset against the Earnout Payments (if any); and (iii) third, directly from Seller. Notwithstanding the foregoing, Buyer may not seek recovery under clauses (i) and (ii) above unless a claim for indemnification made pursuant Section 5.2 has been finally adjudicated, in whole or in part, in favor of a Buyer Indemnified Party, either as a result of an agreement between Seller and Buyer or a final determination by an Arbitrator pursuant to Section 5.5(c). Buyer may only offset (and accordingly reduce) any payments otherwise due to Seller to theÞxtent not previously paid to Buyer pursuant to this Article V. (c) In the event that Seller disputes a demand for offset within thirty (30) Business Days after the demand therefor (a “Dispute Notice”), Buyer and Seller shall undertake, in good faith, to agree on and resolve such dispute. In the event Buyer and Seller cannot reach an agreement as to the demand for offset within forty-five (45) days from Buyer’s receipt of the Dispute Notice, then the Parties shall submit the dispute to a refund mutually acceptable, independent arbitrator, or if the Parties cannot agree upon an arbitrator, then each Party shall choose an arbitrator who shall collectively agree upon the arbitrator (in either case, the “Arbitrator”), under the laws of the State of Delaware, for resolution and such resolution will be final and binding on the Parties. Any and all fees or expenses of the Arbitrator shall be allocated to be paid by Seller and Buyer based upon the portion of the total contested amount that the Arbitrator awards to Buyer, such that Seller is required to pay the percentage of the costs equal to the aggregate amount portion of the recovery (net of any retentioncontested amount awarded to Buyer, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to Parentdetermined by the Arbitrator, divided by the total contested amount.

Indemnity Payments. If any payment by one party under an indemnity in this Agreement is subject to corporation tax (aor any tax replacing it) Subject in the hands of the recipient, the recipient may demand in writing to the party making the payment that the payment shall be increased by such amount as would ensure that, after taking into account any such tax payable in respect of such additional amount, the recipient receives and retains a net sum equal to the amount it would have otherwise received had the payment not been subject to such tax. The party making the payment shall pay such additional amount within ten (10) Business Days of receipt of such demand. 38WARRANTIES [TO BE COMPLETED]49 39INSURANCE hubco Insurances50 hubco shall, at its own cost, take out the Insurances, details of which are set out in Section 10.5(e1 of Schedule Part 12 (Insurance Requirements), prior to the commencement of the Works and maintain for the periods specified in Section 1 of Schedule Part 12 (Insurance Requirements). Without prejudice to the other provisions of this Clause 39 (Insurance) hubco shall, at all relevant times, at its own cost, effect and maintain in full force any insurances which it is required to effect by any applicable Law. All Insurances referred to in Clause 39.1shall:- be maintained in the names of the parties specified in Schedule Part 12 (Insurance Requirements) and Section 10.6(bshall be composite policies of insurance (and not joint) unless stated otherwise in Schedule Part 12 (Insurance Requirements)); be placed with insurers who are acceptable to the Authority (such acceptance not to be unreasonably withheld or delayed); in so far as they relate to damage to assets (including the Facilities), cover the same for the full reinstatement value; comply with the relevant provisions of Section 1 of Schedule Part 12 (iInsurance Requirements); and provide for 30 days prior written notice of their cancellation, non–renewal or amendment to be given to the Authority in accordance with Endorsement 1 in Section 3 of Schedule Part 12 (Insurance Requirements). hubco shall ensure that its brokers give the Authority a letter of undertaking in the form set out in Section 4 (Xxxxxx’s Letter of Undertaking) the Indemnifying Party will pay of Schedule Part 12 (Insurance Requirements) at Financial Close. hubco shall:- [procure that all amounts payable policies of insurance to be effected by it pursuant to this ARTICLE 10, by wire transfer of immediately available cash funds in Dollars, promptly following receipt from Clause shall contain a Purchaser Indemnitee of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any event, the Indemnifying Party will pay provision to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in Dollars, effect that the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties insurers have agreed to submit thereto. waive all rights of subrogation against the Authority (band all Authority Parties) The amount in accordance with Endorsement 2 in Section 3 (Endorsements) of Damages recoverable Schedule Part 12 (Insurance Requirements) 51]; and [provide for non‑vitiation protection in respect of any claim made by a Purchaser Indemnitee pursuant the Authority as co‑insured in accordance with Endorsement [2] in Section 3 (Endorsements) of Schedule Part 12 (Insurance Requirements);]52 provided that, to avoid doubt, this ARTICLE 10 with respect to Clause 39.5 shall not by itself prevent hubco from claiming against the Authority (or any Authority Party) under an indemnity claim shall be reduced express provision of this Agreement for any loss or damage not covered because of the level of deductibles under such insurance permitted by (i) the amount of insurance proceeds this Agreement or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages extent such loss or damage exceeds the maximum of such insurance required by this Agreement. Neither party shall take any action or fail to which such indemnity claim relates, net of take any retention, deductible reasonable action or collection costs and expenses (in connection therewith so far as it is reasonably within its power) permit or increases in premiums payable allow others to take or fail to take any action (including failure to disclose any fact) as a result thereof; of which any of the Insurances may be rendered void, voidable, unenforceable or suspended or impaired in whole or in part or which may otherwise render any sum paid out under any relevant policy repayable in whole or in part. Not less than thirty (ii30) Business Days prior to the amount amendment or expiry of any available judicial deposits directly relevant insurance policy, hubco shall submit to the Authority a request for approval from the Authority of the insurer and the principal terms and conditions of such insurance policy (and any revision to such terms and conditions or change in identity of such insurer), such approval not to be unreasonably withheld or delayed. hubco shall provide to the Authority:- copies on request of all insurance policies referred to in Clauses 39.1 to 39.3 (together with any other information reasonably requested by the Authority relating to such indemnity claim insurance policies) and the Authority shall be entitled to inspect them during ordinary business hours; and evidence that the premiums payable under all insurance policies have been paid and that the Insurances are in full force and effect in accordance with the requirements of this Clause 39 (Insurance) and Schedule Part 12 (Insurance Requirements). Renewal certificates in relation to the extent actually recovered by such Purchaser Indemnitee Insurances shall be obtained as and when necessary and copies (iii) the amount of any accrual or reserve certified in a manner acceptable to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereofAuthority) shall be made promptly forwarded to Parentthe Authority as soon as possible but in any event within 20 Business Days of the renewal date. If hubco defaults in insuring or continuing to maintain the Insurances, the Authority may insure against any risk in respect of which such default has occurred and recover any premiums from hubco as a debt.

Indemnity Payments. Any payment Sellers are obligated to make to any Buyer Indemnified Parties pursuant to this Article VIII shall be paid (a) Subject first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Buyer Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Sellers’ Representative (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; provided that, if the payment obligation is required pursuant to Section 10.5(e8.2(b) and Section 10.6(bor otherwise relates to an inaccuracy in or breach of a Fundamental Representation, Buyer may, in its sole discretion, elect to recover all or any portion of such amount directly from the Sellers against which such claim is asserted regardless of the amount of fund in the Indemnity Escrow Account (or any combination of recovery from the Indemnity Escrow Account or directly from the Sellers), and (ib) second, to the Indemnifying Party will extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then Sellers shall pay all amounts payable pursuant of such additional sums due and owing to this ARTICLE 10, the Buyer Indemnified Parties by wire transfer of immediately available cash funds in Dollars, promptly following receipt from a Purchaser Indemnitee within five (5) Business Days after the date of a xxxx for Damages that are such notice. Upon the subject expiration of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any eventGeneral Survival Period, the Indemnifying Party will pay Escrow Agent shall deposit with the Sellers’ Representative the amount then remaining in the Indemnity Escrow Account (to the Purchaser Indemnitee, extent not utilized to pay Buyer for any indemnification claim) and the Sellers’ Representative shall distribute such portion of the Indemnity Escrow Amount to each Seller by wire transfer in of immediately available cash funds to such account or accounts designated by Sellers’ Representative, in Dollarsaccordance with each Seller’s respective Pro Rata Share, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of any Damages claims for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties indemnification under this Article VIII asserted prior to the dispute have agreed on a resolution to expiration of the dispute, General Survival Period but not yet resolved (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) “Unresolved Claims”). The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim Indemnity Escrow Amount retained for Unresolved Claims shall be reduced released by the Escrow Agent (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by not utilized to pay Buyer for any such Purchaser Indemnitee claims resolved in favor of Buyer) upon their resolution in accordance with this Article VIII and (iii) the amount of any accrual or reserve Escrow Agreement. Any payment Buyer is obligated to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related make to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) Seller Indemnified Party shall be made promptly paid to Parentsuch Seller Indemnified Party.

Indemnity Payments. (a) Subject For any Loss for which the Shareholders and Restricted Stock Holders are obligated to indemnify the Parent Indemnitees, the Parent Indemnitees shall seek reimbursement for such Loss from the General Indemnity Escrow Amount first, and once the General Indemnity Escrow Amount has been exhausted, then, at the option of the Parent Indemnitees, the Parent Indemnitees may proceed to collect the unreimbursed amount of such Loss from (i)(x) the Shareholders holding 20% or more of the Common Shares immediately prior to the Effective Time, jointly and severally, up to their Pro Rata Share of the Merger Consideration received as of such time (provided, that solely with respect to Losses subject to the General Indemnity Cap, such amount shall not exceed their Pro Rata Share of the General Indemnity Cap), and (y) the other Shareholders and Restricted Stock Holders, who shall be liable on a several and not joint basis for such indemnification payment in accordance with each Person’s Pro Rata Share, and/or (ii) in the event that any Earn-out Payment is required to be paid by Parent pursuant to Section 10.5(e) 2.08, Parent shall be entitled to set off against or reduce from any finally determined and unpaid Earn-out Payment any amounts owed at such time to Parent or any Parent Indemnitee under this Agreement, including pursuant to Section 2.06(d), and the aggregate amount of any pending, settled or finally determined (in accordance with Section 9.05 and Section 10.6(b9.06) indemnification claims with respect to any indemnification rights of the Parent Indemnitees (the “Setoff Amount”). With respect to any such pending indemnification claims, the Setoff Amount shall be equal to the aggregate amount in dispute for such indemnification claims; provided, that upon the settlement or final determination (in accordance with Section 9.05 and Section 9.06) of such pending indemnification claims, any portion of the Setoff Amount that does not constitute indemnifiable Losses under Section 9.02 shall be paid to the Shareholders in accordance with Section 2.08. (b) On the date that is the second (2nd) Business Day following the date that is twelve (12) months from the Closing Date, the Parent and Shareholders’ Representative shall jointly instruct the Escrow Agent in writing to immediately release as promptly as practicable (i) to the Indemnifying Party will pay all amounts payable pursuant Paying Agent for the account of the Shareholders an amount equal to this ARTICLE 10, the Shareholders’ Pro Rata Share of the remaining balance of the General Indemnity Escrow Amount by wire transfer of immediately available cash funds to an account designated by the Paying Agent in Dollarswriting to Parent and (ii) to the Company for the account of the Restricted Stock Holders an amount equal to the Restricted Stock Holders’ Pro Rata Share of the remaining balance of the General Indemnity Escrow Amount, promptly following receipt from a Purchaser Indemnitee in each case, subject to the Escrow Agent’s retention of a xxxx for Damages that the amount necessary to satisfy all pending or outstanding claims which are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and (ii) in any event, the Indemnifying Party will pay to the Purchaser Indemnitee, by wire transfer in immediately available cash funds in Dollars, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have agreed on a resolution to the dispute, (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) The amount of Damages recoverable by a Purchaser Indemnitee Claim Certificate delivered pursuant to this ARTICLE 10 with respect Article IX. Parent, on the one hand, and the Shareholders’ Representative, on the other hand, shall cause the Escrow Agent to an indemnity claim shall be reduced by (i) the amount of insurance proceeds or other disburse any amounts actually recovered by such Purchaser Indemnitee with respect not released pursuant to the Damages preceding sentence due to which any such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity then-pending claim to Parent, on the extent actually recovered by such Purchaser Indemnitee one hand, or the Paying Agent and (iii) the amount of any accrual or reserve to Company, on the extent specifically identified other hand, as relating to applicable, promptly upon the subject resolution of such indemnity claim in favor of Parent or the Shareholders and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunderRestricted Stock Holders, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) shall be made promptly to Parentrespectively.

Indemnity Payments. Any payment Sellers are obligated to make to any Buyer Indemnified Parties pursuant to this Article VIII shall be paid (a) Subject first, to the extent there are sufficient funds in the Indemnity Escrow Account, by release of funds to the Buyer Indemnified Parties from the Indemnity Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is given to Sellers’ Representative (with a copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow Amount; provided that, if the payment obligation is required pursuant to Section 10.5(e8.2(b) or otherwise relates to an inaccuracy in or breach of a Fundamental Representation, Buyer may, in its sole discretion, elect to recover all or any portion of such amount directly from the Sellers against which such claim is asserted regardless of the amount of fund in the Indemnity Escrow Account (or any combination of recovery from the Indemnity Escrow Account or directly from the Sellers), and Section 10.6(b)(b) second, to the extent the Indemnity Escrow Amount is insufficient to pay any remaining sums due, then, in Buyer’s sole discretion, (i) the Indemnifying Party will Sellers shall pay all amounts payable pursuant of such additional sums due and owing to this ARTICLE 10, the Buyer Indemnified Parties by wire transfer of immediately available cash funds in Dollarswithin five (5) Business Days after the date of such notice, promptly following receipt from a Purchaser Indemnitee of a xxxx for Damages that are the subject of indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Purchaser Indemnitee, and or (ii) in any eventBuyer may offset such additional sums due and owing to the Buyer Indemnified Parties from the Earnout Payments actually payable pursuant to Section 2.5 (subject to Section 8.9). Upon the expiration of the General Survival Period, the Indemnifying Party will pay Escrow Agent shall deposit with the Sellers’ Representative the amount then remaining in the Indemnity Escrow Account (to the Purchaser Indemnitee, extent not utilized to pay Buyer for any indemnification claim) and the Sellers’ Representative shall distribute such portion of the Indemnity Escrow Amount to each Seller by wire transfer in of immediately available cash funds to such account or accounts designated by Sellers’ Representative, in Dollarsaccordance with each Seller’s respective Pro Rata Share, except that the Escrow Agent shall retain an amount (up to the total amount then held by the Escrow Agent) equal to the amount of any Damages claims for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties indemnification under this Article VIII asserted prior to the dispute have agreed on a resolution to expiration of the dispute, General Survival Period but not yet resolved (B) a court of competent jurisdiction will have entered a final order or judgment, or (C) an arbitration or like panel will have rendered a final determination with respect to disputes the parties have agreed to submit thereto. (b) “Unresolved Claims”). The amount of Damages recoverable by a Purchaser Indemnitee pursuant to this ARTICLE 10 with respect to an indemnity claim Indemnity Escrow Amount retained for Unresolved Claims shall be reduced released by the Escrow Agent (i) the amount of insurance proceeds or other amounts actually recovered by such Purchaser Indemnitee with respect to the Damages to which such indemnity claim relates, net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof; (ii) the amount of any available judicial deposits directly relating to such indemnity claim to the extent actually recovered by not utilized to pay Buyer for any such Purchaser Indemnitee claims resolved in favor of Buyer) upon their resolution in accordance with this Article VIII and (iii) the amount of any accrual or reserve Escrow Agreement. Any payment Buyer is obligated to the extent specifically identified as relating to the subject of such indemnity claim and expressly included as a current liability in the calculation of Closing Net Working Capital and taken into account in the calculation of the Final Purchase Price. A Purchaser Indemnitee will use its commercially reasonable best efforts to obtain the release of available judicial deposits directly related make to any Damages claims prior to seeking indemnification under this Agreement. If an insurance recovery is made by the Purchaser Indemnitee or any of its Affiliates (including recovery of any judicial deposits) with respect to any Damages for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any retention, deductible or collection costs and expenses in connection therewith or increases in premiums payable as a result thereof) Seller Indemnified Party shall be made promptly paid to Parentsuch Seller Indemnified Party.