Common use of Insurance; Tax Benefits Clause in Contracts

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments Indemnity Payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity paymentsIndemnity Payments. For purposes of determining the amount of any Tax Benefit benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate or Chilean income tax corporate marginal rate, as applicable, in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit benefit shall be deemed to realize or utilize any Tax Benefit benefit in the first taxable year that such Tax Benefit benefit may be realized or utilized under Requirements of any applicable Law after taking into account all other Tax Attributes attributes of such indemnified party Indemnified Party and the projected utilization of such Tax Attributes attributes as computed by the recipient of such Tax Benefitbenefit. If a Tax Benefit benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefitsbenefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially its reasonable best efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant to this ARTICLE IX Article X by any Indemnifying Party to an Indemnified Party and any Losses applied to the Citigroup Threshold or Legg Mason Threshold, as applicable, shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b10.6(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long long-term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 870-AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) 10 days of such determination.

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments Indemnity Payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity paymentsIndemnity Payments. For purposes of determining the amount of any Tax Benefit benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit benefit shall be deemed to realize or utilize any Tax Benefit benefit in the first taxable year that such Tax Benefit benefit may be realized or utilized under Requirements of any applicable Law after taking into account all other Tax Attributes attributes of such indemnified party Indemnified Party and the projected utilization of such Tax Attributes attributes as computed by the recipient of such Tax Benefitbenefit. If a Tax Benefit benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefitsbenefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.

Insurance; Tax Benefits. (a) Notwithstanding anything contained set forth in this Agreement to the contrary, Losses of the CBNA Indemnified Parties shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, covenant, or agreement and shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any CBNA Indemnified Party is a party or has rights) actually received by the CBNA Indemnified Party or its Affiliates Parties in connection with the facts giving rise to the right of indemnification, and Losses of the Buyer Indemnified Parties shall be determined without duplication of any other Loss for which an indemnification claim for has been made or could be made under any other representation, warranty, covenant, or agreement and shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Buyer Indemnified Party is a party or has rights) actually received by the Buyer Indemnified Parties in connection with the facts giving rise to the right of indemnification. If an Each Indemnified Party shall have used commercially use its reasonable best efforts to recover take all actions reasonably necessary to file claims pursuant to any amounts recoverable applicable insurance policies. If, after using such reasonable best efforts, the Buyer Indemnified Parties are unable to obtain recovery Buyer or CBNA reasonably believes is available under an applicable insurance policies policy, then at CBNA’s request, Buyer shall, and shall not have recovered cause its Affiliates to, reasonably cooperate with CBNA to take such actions as CBNA may reasonably request (in each case at CBNA’s expense), including filing lawsuits or facilitating subrogation to the extent permitted by applicable Law, in order to obtain recovery under the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recoveredinsurance policies. (b) Any Notwithstanding anything set forth in this Agreement to the contrary, any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party Agreement shall be increased adjusted to account for (i) any Tax cost incurred by the Indemnified Party upon Detriment realized as a result of the receipt or accrual of such payment and (grossed up for such paymentii) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or recipient of such payment and shall be increased by any Tax Detriment realized by the recipient of its Affiliates resulting such payment, in either case described in this clause (ii) that results from the payments of the amounts indemnified against Loss giving rise to such indemnity payments. For purposes of determining the amount of Tax Detriment realized as a result of the receipt or accrual of an indemnity payment, and the amount of any Tax Benefit or other Tax cost incurredDetriment, the Indemnified Party party that receives or accrues the indemnity payment, and the party to which the Tax Benefit or other Tax Detriment applies, shall be deemed to pay Tax at the highest United States U.S. federal income tax corporate marginal rate in effect in the year the indemnity payment is received or accrued or the year such indemnifiable Loss is incurred and incurred, as the recipient of case may be (or, if the Tax imposed on the indemnity payment is imposed by, or the Tax Benefit or Tax Detriment is realized in, a foreign jurisdiction, the comparable Tax rate in such jurisdiction) and shall be deemed to realize or utilize any Tax Benefit or suffer any Tax Detriment in the first taxable Taxable year that it is reasonable to expect the affected party may realize or utilize such Tax Benefit may or suffer such Tax Detriment under applicable Law. If the relevant Tax Benefit or Tax Detriment is reasonably expected to be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax Taxable years, the amount of such Tax Benefit for purposes of this Section 9.7(b) 4.2 shall be the net present value of all of such available Tax BenefitsBenefits or Tax Detriments reasonably expected to be realized, calculated by using a discount rate equal to the long long-term applicable federal rate for the month in which such Losses are Loss is incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.

Insurance; Tax Benefits. The amount of any Damages that are subject to indemnification hereunder shall be calculated net of the amount of insurance proceeds from any third party insurance maintained by the Company prior to the Effective Time or the “tail” insurance policy contemplated by Section 6.05(b), indemnity, contribution or similar payments actually paid to the Indemnified Person in connection with such Damages (a) Notwithstanding anything contained such payments, for these purposes, to be reduced by any reasonable expenses incurred in obtaining such payments). In the event that any such insurance proceeds or other third-party indemnification, contribution or reimbursement payments are actually realized by an Indemnified Person subsequent to receipt by such Indemnified Person of any indemnification payment under this Agreement in respect of the claims to the contrarywhich such insurance proceeds or other third-party indemnification, Losses shall be contribution or reimbursement payments relate, refunds of such proceeds or payments (net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost expenses incurred by the Indemnified Party upon the receipt of Person in collecting such payment (grossed up for such paymentamounts) and shall be made promptly to the Escrow Fund or, if after the final release of the Escrow Fund, to the Representative for distribution in accordance with Section 1.08. The amount of any Damages subject to indemnification under this Article X also shall be calculated net of any Tax Benefit actually realized or utilized by an Indemnified Person on account of such Damages in the Indemnified Party or any of its Affiliates resulting from the payments year of the amounts indemnified against giving rise to such indemnity paymentsDamages. For purposes hereof, “Tax Benefit” for any Indemnified Person means (i) the receipt of determining any refund of Taxes paid or (ii) the amount such Indemnified Person’s liability for Taxes through a taxable period, calculated by excluding the relevant amount of credit or deduction attributable to such Damages, would exceed such Indemnified Person’s actual liability for Taxes through such period, calculated by taking into account the relevant amount of credit or deduction attributable to such Damages, and in the case of (i) and (ii), reduced by any Tax Benefit tax detriment attributable to such Damages through such taxable period or Tax cost incurred, realizable in a future period of the Indemnified Party Person. Nothing in this Article X regarding indemnification rights and obligations shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize override any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) obligations with respect to the mitigation of damages existing under applicable Law. The Indemnified Party’s liability for Taxes, and any payments, if necessary, Person shall also use commercially reasonable efforts to seek recovery under all third party insurance policies maintained by the Indemnified Party or Company prior to the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determinationEffective Time and the “tail” insurance policy contemplated by Section 6.05(b).

Insurance; Tax Benefits. (a) If any Losses sustained by an Indemnified Party are covered by an insurance policy of any Indemnifying Party, the Indemnified Party shall use commercially reasonable efforts to seek recovery under such insurance policy with respect to such Losses; provided, that in no event shall any Indemnified Party have any obligation to pursue any recovery if as a result thereof the premium costs under such insurance policy shall reasonably be expected to be increased by a material amount. If the Indemnified Party receives such insurance proceeds prior to being indemnified with respect to such Losses under this ARTICLE 9, the payment under this ARTICLE 9 with respect to such Losses shall be reduced by the net amount of such insurance proceeds, less the present value of all premium increases resulting therefrom, all attorney’s fees and other out-of-pocket fees, costs and expenses incurred in connection with collecting such proceeds and any deductible payment, reimbursement obligation or retrospective payments incurred by the Indemnified Party (such net amounts, a “Net Recovery”). In the event that a Net Recovery is actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such Net Recovery relates, appropriate refunds in the amount of such Net Recovery (or if less, in the amount of applicable indemnification payments previously made) shall be made promptly. Notwithstanding anything contained the foregoing, (a) the Indemnifying Party may not delay payment of, or reduce the amount of, any payment in respect of any Losses in expectation of any such insurance proceeds, and (b) no obligation of a Indemnified Party under this Agreement Section 9.8 shall limit, delay or otherwise affect the rights of such Indemnified Party to recover from the contrary, Indemnifying Party pursuant to this ARTICLE 9. (b) The amount of any Losses payable under this ARTICLE 9 by an Indemnifying Party shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If Tax Benefits that an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Lossesactually realizes, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurredwhenever realized, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting arising from the incurrence or payment of Losses is available any such Losses, net of any Tax costs related to any such Losses, including Tax costs on account of payments received from the Indemnifying Party related to such Losses. If the Indemnified Party realizes any Tax Benefits subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or its Affiliates expense incurred by such Indemnifying Party in multiple Tax years, connection with providing such indemnification payment up to the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated received or realized by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party, net of all attorney’s liability for Taxesfees and other out-of-pocket fees, costs and any payments, if necessary, expenses incurred by the such Indemnified Party or the Indemnifying Party to reflect in collecting such adjustment shall be made if necessary within ten (10) days of such determinationamount.

Insurance; Tax Benefits. (a) If any Losses sustained by an Indemnified Party are covered by an insurance policy of any Indemnified Party, the Indemnified Party shall use commercially reasonable efforts to seek recovery under such insurance policy with respect to such Losses. If the Indemnified Party receives such insurance proceeds prior to being indemnified with respect to such Losses under this Article 9, the payment under this Article 9 with respect to such Losses shall be reduced by the net amount of such insurance proceeds, less the present value of all premium increases resulting therefrom, all attorney’s fees and other out-of-pocket fees, costs and expenses incurred in connection with collecting such proceeds and any deductible payment, reimbursement obligation or retrospective payments incurred by the Indemnified Party (such net amounts, a “Net Recovery”). In the event that a Net Recovery is actually received by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder in respect of the claims to which such Net Recovery relates, appropriate refunds in the amount of such Net Recovery (or if less, in the amount of applicable indemnification payments previously made) shall be made promptly. Notwithstanding anything contained the foregoing, (a) the Indemnifying Party may not delay payment of, or reduce the amount of, any payment in respect of any Losses in expectation of any such insurance proceeds, and (b) no obligation of a Indemnified Party under this Agreement Section 9.8 shall limit, delay or otherwise affect the rights of such Indemnified Party to recover from the contrary, Indemnifying Party pursuant to this Article 9. (b) The amount of any Losses payable under this Article 9 by an Indemnifying Party shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If Tax Benefits that an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Lossesactually realizes, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant to this ARTICLE IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurredwhenever realized, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting arising from the incurrence or payment of Losses is available any such Losses, net of any Tax costs related to any such Losses, including Tax costs on account of payments received from the Indemnifying Party related to such Losses. If the Indemnified Party realizes any Tax Benefits subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or its Affiliates expense incurred by such Indemnifying Party in multiple Tax years, connection with providing such indemnification payment up to the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated received or realized by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party, net of all attorney’s liability for Taxesfees and other out-of-pocket fees, costs and any payments, if necessary, expenses incurred by the such Indemnified Party or the Indemnifying Party to reflect in collecting such adjustment shall be made if necessary within ten (10) days of such determinationamount.

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. . (b) Any indemnity payments made pursuant to this ARTICLE Article IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by available to the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit available or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party Indemnified Party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurredlong-term. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.E-17 Section 9.8

Insurance; Tax Benefits. (a) Notwithstanding anything contained in this Agreement to the contrary, Losses shall be net of any insurance or other prior or subsequent recoveries actually received by the Indemnified Party or its Affiliates in connection with the facts giving rise to the claim for indemnification. If an Indemnified Party shall have used commercially reasonable efforts to recover any amounts recoverable under insurance policies and shall not have recovered the applicable Losses, the Indemnifying Party shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments Indemnity Payments made pursuant to this ARTICLE Article IX by any Indemnifying Party to an Indemnified Party shall be increased to account for any Tax cost incurred by the Indemnified Party upon the receipt of such payment (grossed up for such payment) and shall be made net of any Tax Benefit benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity paymentsIndemnity Payments. For purposes of determining the amount of any Tax Benefit benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate or Chilean income tax corporate marginal rate, as applicable, in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit benefit shall be deemed to realize or utilize any Tax Benefit benefit in the first taxable year that such Tax Benefit benefit may be realized or utilized under Requirements of any applicable Law after taking into account all other Tax Attributes attributes of such indemnified party Indemnified Party and the projected utilization of such Tax Attributes attributes as computed by the recipient of such Tax Benefitbenefit. If a Tax Benefit benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefitsbenefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determination.

Insurance; Tax Benefits. (a) Notwithstanding anything contained For purposes of this Section 9, the amount of Damages suffered by a Purchaser Indemnified Party in this Agreement to the contrary, Losses connection with an indemnifiable matter shall be net reduced by (i) the amount of any insurance or other prior or subsequent recoveries proceeds actually received by the Purchaser Indemnified Party or its Affiliates in connection with such indemnifiable matter, including the facts giving rise Representation and Warranty Insurance Policy (net of any costs of collection, deductible, premium adjustment, reimbursement obligation or other cost related to the insurance claim in respect of such indemnifiable matter) and (ii) any Tax savings or benefits actually realized by any Purchaser Indemnified Party that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such Damages in the year such Damages were suffered. Other than under the Representation and Warranty Insurance Policy (to the extent recoverable thereunder), with respect to which the Purchaser Indemnified Parties shall have an affirmative duty to exercise commercially reasonable efforts to collect thereunder with respect to any matter for indemnification. If an which indemnity is sought hereunder, no Purchaser Indemnified Party shall have used commercially reasonable efforts any obligation to recover affirmatively pursue the collection of any insurance proceeds prior to the bringing of an Indemnification Claim, regardless of whether such Purchaser Indemnified Party has suffered or incurred any Damages for which such Purchaser Indemnified Party has insurance coverage (it being understood, however, that a Purchaser Indemnified Party may deliver a Notice of Claim to the Sellers’ Representative concurrently with seeking recovery under the Representation and Warranty Insurance Policy for purposes of establishing such claim during the Survival Period but the applicable Sellers shall not be required to make any payment under this Section 9 until such time as Purchaser has determined the amounts recoverable under insurance policies the Representation and Warranty Insurance Policy, if any, in respect thereof). The Representation and Warranty Insurance Policy shall not have recovered provide that the applicable Lossesinsurer thereunder shall waive any right of subrogation against Sellers and their direct and indirect equityholders in connection with this Agreement and the transactions contemplated hereby, except in the Indemnifying Party case of Fraud. Nothing set forth in this Section 9 shall be liable for the amount by which such Losses exceeds the amounts actually recovered. (b) Any indemnity payments made pursuant construed to this ARTICLE IX by contractually eliminate any Indemnifying Party to an duty that any Purchaser Indemnified Party shall be increased may have under the common law to account for any Tax cost incurred by the Indemnified Party upon the receipt of mitigate such payment (grossed up for such payment) and shall be made net of any Tax Benefit realized or utilized by the Indemnified Party or any of its Affiliates resulting from the payments of the amounts indemnified against giving rise to such indemnity payments. For purposes of determining the amount of any Tax Benefit or Tax cost incurred, the Indemnified Party shall be deemed to pay Tax at the highest United States federal income tax corporate marginal rate in effect in the year such indemnifiable Loss is incurred and the recipient of the Tax Benefit shall be deemed to realize or utilize any Tax Benefit in the first taxable year that such Tax Benefit may be realized or utilized under Requirements of Law after taking into account all other Tax Attributes of such indemnified party and the projected utilization of such Tax Attributes as computed by the recipient of such Tax Benefit. If a Tax Benefit resulting from the incurrence or payment of Losses is available to any Indemnified Party or its Affiliates in multiple Tax years, the amount of such Tax Benefit for purposes of this Section 9.7(b) shall be the net present value of all of such available Tax Benefits, calculated by using a discount rate equal to the long term applicable federal rate for the month in which such Losses are incurred. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the Purchaser Indemnified Party’s liability for Taxes, and any payments, if necessary, by the Indemnified Party or the Indemnifying Party to reflect such adjustment shall be made if necessary within ten (10) days of such determinationDamages.