Common use of Limitations and General Indemnification Provisions Clause in Contracts

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Purchaser Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 6.2(a) unless and until the aggregate amount of Losses incurred by the Purchaser Indemnitees for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Seller Indemnitors shall be obligated to the Purchaser Indemnitees for the amount of all Losses of the Purchaser Indemnitees from the first dollar of Losses of the Purchaser Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness), 4.14 (Taxes and Returns), 4.13 (Intellectual Property), 4.19 (Benefit Plans), 4.20 (Environmental Matters) and 4.28 (Finders and Brokers) or (ii) Fraud Claims. (b) Except as otherwise expressly provided in this this Article VI, the Seller Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 6.2(b) unless and until the aggregate amount of Losses incurred by the Seller Indemnitees for which they are otherwise entitled to indemnification under this Article VI exceeds the Basket, in which case the Purchaser Indemnitors shall be obligated to the Seller Indemnitees for the amount of all Losses of the Seller Indemnitees from the first dollar of Losses of the Seller Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Purchaser Parties contained in Sections 3.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.3 (Capitalization), 3.10 (Taxes and Returns), 3.15 (Finders and Brokers) and 3.16 (Ownership of Merger Consideration) or (ii) Fraud Claims. (c) The maximum aggregate amount of indemnification payments to which the Seller Indemnitors will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed the Escrow Property in the Escrow Account at such time, and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Redemption Price). (d) The maximum aggregate amount of indemnification payments to which the Purchaser Indemnitors will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed a number of Pubco Ordinary Shares equal to the number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing), and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Redemption Price). (e) Notwithstanding anything to the contrary contained herein, no Indemnitor will have any indemnification obligations under Section 6.2 for any Loss to the extent that the amount of such Loss is included in the calculation of Net Working Capital or Closing Indebtedness and resulted in a change to the Adjustment Amount determined in accordance with Section 1.15. (f) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (g) Subject to Section 5.8(b), no investigation or knowledge by an Indemnitee, any Purchaser Party or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnitor shall affect the representations, warranties, covenants and agreements of the Company, any Seller or the Seller Representative or the recourse available to the Indemnitees or any Purchaser Party under any provision of this Agreement, including this Article VI, with respect thereto. (h) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (i) The amount of any Losses subject to indemnification under this Article VI shall be calculated net of any Tax benefit realized in the year of the Losses by the applicable Indemnitee or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses. (j) The Indemnitees shall not have any right to indemnification with respect to, or based on, Taxes to the extent such Taxes are attributable to Tax periods (or portions thereof) beginning after the Closing Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided Notwithstanding anything to the contrary in this this Article VI, Agreement: (i) the Purchaser Indemnitees will Indemnified Party shall not be entitled to receive any indemnification payments Losses under clause (ia Claim pursuant to Section 8.1(a), Section 8.1(b) of or Section 6.2(a8.1(d) unless and until the aggregate amount of all Losses incurred by under all Claims of the Purchaser Indemnitees for which they are otherwise entitled Indemnified Party made pursuant to indemnification under this Article VI such sections exceeds Five Hundred Thousand U.S. Dollars ($500,000) US$3,000,000 (the “BasketDeductible”), in at which case the Seller Indemnitors shall be obligated to the Purchaser Indemnitees for time those additional Losses incurred exceeding and excluding the amount of all Losses of the Purchaser Indemnitees from the first dollar of Losses of the Purchaser Indemnitees required Deductible shall be subject to reach the Basket; indemnification hereunder, provided, however, that the Basket limitations set forth in this Section 8.4(a)(i) shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness), 4.14 (Taxes and Returns), 4.13 (Intellectual Property), 4.19 (Benefit Plans), 4.20 (Environmental Matters) and 4.28 (Finders and Brokers) or Fraud Claims; (ii) the Indemnifying Party’s aggregate Liability for indemnification pursuant to Section 8.1(a), Section 8.1(b) and Section 8.1(d) shall not exceed US$50,000,000 (the “Cap”), including the valuation of any Purchaser Class A Common Shares used for payment of any Claim pursuant to and in accordance with Section 8.3, provided, however, that the limitations set forth in this Section 8.4(a)(ii) shall not apply to any Fraud Claims; (iii) The Indemnifying Party’s aggregate liability pursuant to Section 8.1(c) shall not exceed any amount due by Seller to Purchaser pursuant to 2.8(e)(ii). (biv) Except as otherwise expressly provided in this this Article VIFrom the third anniversary of the Closing through the fifth anniversary of the Closing, (A) the Seller Indemnitees will Indemnified Party shall not be entitled to receive any indemnification payments Losses under clause (i) of a Claim pursuant to Section 6.2(b8.1(f) unless and until the aggregate amount of all Losses under all Claims of the Indemnified Party made pursuant to such section exceeds US$500,000, at which time those additional Losses incurred by the Seller Indemnitees for which they are otherwise entitled exceeding and including US$500,000 shall be subject to indemnification under this Article VI exceeds the Basket, in which case the Purchaser Indemnitors shall be obligated to the Seller Indemnitees for the amount of all Losses of the Seller Indemnitees from the first dollar of Losses of the Seller Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Purchaser Parties contained in Sections 3.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.3 (Capitalization), 3.10 (Taxes and Returns), 3.15 (Finders and Brokers) and 3.16 (Ownership of Merger Consideration) or (ii) Fraud Claims. (c) The maximum aggregate amount of indemnification payments to which the Seller Indemnitors will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed the Escrow Property in the Escrow Account at such timehereunder, and in (B) the case of Fraud Claims, Indemnifying Party’s aggregate Liability for indemnification pursuant to Section 8.1(f) shall not exceed an amount equal to US$5,000,000, including the Merger Consideration actually paid valuation of any Purchaser Class A Common Shares used for payment of any Claim pursuant to and in accordance with Section 8.3, provided, however, that in each case the limitations set forth in this Section 8.4(a)(iv) shall not apply to any Fraud Claims; (v) in no event shall any Loss be recoverable under the terms of this Agreement to the extent it consists of or is based on upon punitive, special or exemplary damages, except to the Redemption Price)extent awarded to a third party in connection with a Third Party Claim; and (vi) after the expiration of the survival periods set forth in Section 8.2, as applicable, the Indemnifying Party shall have no further Liability for indemnification pursuant to this Article VIII other than with respect to Claims already made as provided in this Article VIII. (db) The maximum aggregate Promptly after the Indemnified Party becomes aware of any event or circumstance that could reasonably be expected to constitute or give rise to any breach of any representation, warranty or covenant of the Seller contained in this Agreement or any other claim for indemnification pursuant to this Article VIII, the Indemnified Party shall take all commercially reasonable steps to mitigate and minimize all Losses that could result from or relate to such breach or claim. All indemnification payments made pursuant to this Agreement shall be treated by the parties as a purchase price adjustment for Tax purposes to the extent permitted by applicable Law. To the extent the Indemnified Party recognizes any net Tax Benefits as a result of any Losses in the taxable year of such Indemnified Party in which such indemnity payment is made (or, if applicable, a prior taxable year), the Indemnified Party will pay the amount of indemnification payments such Tax Benefits to which the Purchaser Indemnitors Indemnifying Party within thirty (30) days of such Tax Benefits being recognized by the Indemnified Party (to the extent such Tax Benefits are recognized prior to the payment of the Losses, the amount of the Losses will be obligated reduced by the amount of the Tax Benefit actually recognized). For this purpose, the Indemnified Party will be deemed to pay in recognize a Tax Benefit (the aggregate (excluding Fraud Claims“Tax Benefit”) shall not exceed with respect to a number of Pubco Ordinary Shares equal taxable year if, and to the number of Escrow Shares deposited in extent that, the Escrow Account at the Closing (subject to equitable adjustment Indemnified Party’s liability for stock splitsTaxes for such taxable year, stock dividends, combinations, recapitalizations and the like after the Closing), and in the case of Fraud Claims, shall not exceed an amount equal calculated by excluding any Tax items attributable to the Merger Consideration actually paid (based on Losses, exceeds the Redemption Price)Indemnified Party’s actual liability for Taxes for such taxable year, calculated by taking into account any Tax items attributable to the Losses. (ec) Notwithstanding anything to the contrary contained hereinin this Agreement, no Indemnitor will the Seller shall not have any liability or indemnification obligations under Section 6.2 obligation for any Loss Taxes of the Group Companies (i) resulting from any action taken on the Closing Date after the Closing by the Purchaser or any of its Affiliates (including the Group Companies) that is outside the ordinary course of business or (ii) that are incurred in or relate to a Post-Closing Tax Period (as determined under the extent that the amount of such Loss is included principles set forth in the calculation of Net Working Capital or Closing Indebtedness and resulted in a change to the Adjustment Amount determined in accordance with Section 1.156.15(d)). (fd) Solely Notwithstanding anything contained herein to the contrary, solely for purposes of determining the amount of Losses under this Article VI (andthat are the subject matter of a claim for indemnification or reimbursement hereunder, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties each representation and covenants set forth warranty in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed read without regard and without giving effect to the terms “material” or “Company Xxxxx Xxxxxxxx Adverse Effect” or similar phrases contained in such representation or warranty which have been made without any the effect of making such qualificationrepresentation and warranty less restrictive (as if such word or qualification were deleted from such representation and warranty). (ge) Subject The Indemnified Party shall not be entitled to Section 5.8(b)indemnification for Losses suffered by it if, no investigation or knowledge by an Indemnitee, any Purchaser Party or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnitor shall affect the representations, warranties, covenants and agreements of the Company, any Seller or the Seller Representative or the recourse available to the Indemnitees or any Purchaser Party under any provision of this Agreementextent, it (including this Article VI, with respect thereto. (hPurchaser) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds paid to the Indemnitee or any Affiliate thereof as a reimbursement has already been fully compensated with respect to the underlying circumstances relating to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss a post-Closing adjustment under Section 2.8 or insurance payment. (i) The amount of any Losses subject to indemnification otherwise under this Article VI shall be calculated net of any Tax benefit realized in the year of the Losses by the applicable Indemnitee or its Affiliates arising in connection with the accrual, incurrence or payment of any such LossesAgreement. (j) The Indemnitees shall not have any right to indemnification with respect to, or based on, Taxes to the extent such Taxes are attributable to Tax periods (or portions thereof) beginning after the Closing Date.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Purchaser Indemnitees Indemnified Parties will not be entitled to receive any indemnification payments under clause (ia) of Section 6.2(a) 6.2 unless and until the aggregate amount of Losses incurred by the Purchaser Indemnitees Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Six Hundred Thousand U.S. Dollars ($500,000600,000) (the “BasketDeductible”), in which case the Seller Indemnitors Indemnifying Parties shall be obligated to the Purchaser Indemnitees Indemnified Parties for the amount of all Losses of the Purchaser Indemnitees from the first dollar of Losses Indemnified Parties in excess of the Purchaser Indemnitees required to reach the BasketDeductible; provided, however, that the Basket Deductible shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness), 4.14 (Taxes and Returns), 4.13 (Intellectual Property), 4.19 (Benefit Plans), 4.20 (Environmental Matters) and 4.28 4.27 (Finders and Brokers), (ii) Consent Claims or (iiiii) Fraud Claims. (b) Except as otherwise expressly provided in this this Article VI, the Seller Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 6.2(b) unless and until the aggregate amount of Losses incurred by the Seller Indemnitees for which they are otherwise entitled to indemnification under this Article VI exceeds the Basket, in which case the Purchaser Indemnitors shall be obligated to the Seller Indemnitees for the amount of all Losses of the Seller Indemnitees from the first dollar of Losses of the Seller Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Purchaser Parties contained in Sections 3.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.3 (Capitalization), 3.10 (Taxes and Returns), 3.15 (Finders and Brokers) and 3.16 (Ownership of Merger Consideration) or (ii) Fraud Claims. (c) The maximum aggregate amount of indemnification payments to which the Seller Indemnitors Indemnifying Parties will be obligated to pay in the aggregate (excluding Fraud Claims and Consent Claims) shall not exceed the amount of the Escrow Property in the Escrow Account at such time, and (i) in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Redemption Price). ) and (dii) The maximum aggregate amount of indemnification payments to which the Purchaser Indemnitors will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed a number of Pubco Ordinary Shares equal to the number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing), and in the case of Fraud Consent Claims, shall not exceed an amount equal to the Merger Consideration actually paid sum of (based on a) the Redemption PriceEscrow Property in the Escrow Account at such time plus (b) One Million Dollars ($1,000,000). (ec) Notwithstanding anything In no event shall any Indemnified Party be entitled to the contrary contained herein, no Indemnitor will have any indemnification obligations under Section 6.2 recover or make a claim for any Loss amounts in respect of, and in no event shall Losses be deemed to include, any punitive, special or exemplary damages except to the extent that the amount of such Loss is included in the calculation of Net Working Capital or Closing Indebtedness and resulted actually paid to a third party in a change to the Adjustment Amount determined in accordance with Section 1.15Third Party Claim. (fd) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (ge) Subject to Section 5.8(b), no No investigation or knowledge by an Indemnitee, any Indemnified Party or the Purchaser Party Representative or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnitor Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Company, any Seller or the Seller Representative Indemnifying Party or the recourse available to the Indemnitees or any Purchaser Party Indemnified Parties under any provision of this Agreement, including this Article VI, with respect thereto. (hf) An Indemnified Party shall exercise commercially reasonable efforts to reasonably mitigate the amounts of any Losses. (g) The amount of any Losses suffered or incurred by any Indemnitee Indemnified Party shall be reduced by (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party that is not an Indemnified Party, (ii) the amount of any insurance proceeds paid to the Indemnitee Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment, and (iii) the amount of any Tax savings or benefits actually realized (as determined on a cash with and without basis) by the Indemnified Party and/or its Affiliates by the end of the taxable year in which the circumstances originally giving rise to such Losses occur that is attributable to any deduction, loss, credit or other Tax benefit resulting from or arising out of such Losses (each source of recovery referred to in clauses (i), (ii) and (iii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under this Article VI is determined after payment by or on behalf of the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article VI, then the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay or cause to be paid pursuant to this Article VI had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by or on behalf of the Indemnifying Party pursuant to this Article VI. (ih) The amount of any Losses subject Notwithstanding anything to the contrary in this Agreement, no Indemnified Party will be entitled to indemnification under this Article VI shall be calculated net of any Tax benefit realized in the year of the Losses by the applicable Indemnitee or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses. (j) The Indemnitees shall not have any right to indemnification Agreement with respect to, or based on, Taxes to the extent such Taxes (i) are attributable to Tax taxable periods (or portions thereof) beginning after the Closing Date, (ii) are due to the unavailability in any taxable period (or portion thereof) beginning after the Closing Date of any net operating losses, credit or other Tax attributes from a taxable period (or portion thereof) ending on or before the Closing Date, (iii) result from transactions or actions taken by Purchaser or any of its Affiliates after the Closing that are not contemplated by this Agreement (including, for the avoidance of doubt, any action in breach of the covenants set forth in Section 5.10), or (iv) do not arise from a Third Party Claim or do not relate to a breach of the representations and warranties set forth in Section 4.14(a) as a result of such Taxes having not been adequately reserved for in the Company Financials in accordance with GAAP.

Limitations and General Indemnification Provisions. (a) Except as otherwise expressly provided in this this Article VI, the Purchaser Indemnitees Indemnified Parties will not be entitled to receive any indemnification payments under clause (i) of Section 6.2(a) or Section 6.2(b) unless and until the aggregate amount of Losses incurred by the Purchaser Indemnitees Indemnified Parties for which they are otherwise entitled to indemnification under this Article VI exceeds Five Hundred Thousand U.S. Dollars ($500,000) (the “Basket”), in which case the Seller Indemnitors Indemnifying Parties shall be obligated to the Purchaser Indemnitees Indemnified Parties for the amount of all Losses of the Purchaser Indemnitees applicable Indemnified Parties from the first dollar of Losses of the Purchaser Indemnitees Indemnified Parties required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Company contained in Sections 4.1 (Organization and Standing), 4.2 (Authorization; Binding Agreement), 4.3 (Capitalization), 4.4 (Subsidiaries), 4.7(c) (Indebtedness), 4.14 (Taxes and Returns), 4.13 (Intellectual Property), 4.19 (Benefit Plans), 4.20 (Environmental Matters) and 4.28 4.27 (Finders and Brokers) ), or (ii) Fraud Claims. (b) Except as otherwise expressly provided in this this Article VI, the Seller Indemnitees will not be entitled to receive any indemnification payments under clause (i) of Section 6.2(b) unless and until the aggregate amount of Losses incurred by the Seller Indemnitees for which they are otherwise entitled to indemnification under this Article VI exceeds the Basket, in which case the Purchaser Indemnitors shall be obligated to the Seller Indemnitees for the amount of all Losses of the Seller Indemnitees from the first dollar of Losses of the Seller Indemnitees required to reach the Basket; provided, however, that the Basket shall not apply to (i) indemnification claims for breaches of any of the representations and warranties of the Purchaser Parties contained in Sections 3.1 3.14.1 (Organization and Standing), 3.2 (Authorization; Binding Agreement), 3.3 3.5 (Capitalization), 3.10 (Taxes and Returns), 3.15 3.12 (Finders and Brokers) and 3.16 (Ownership of Merger Consideration) or (iiiii) Fraud Claims. (b) The maximum aggregate amount of indemnification payments to which the Company Indemnifying Parties will be obligated to pay in the aggregate in connection with Article IV (excluding Fraud Claims) shall not exceed the amount of the General Escrow Property in the Escrow Accounts at such time, *** and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Purchaser Stock Price). (c) The maximum aggregate amount of indemnification payments to which the Seller Indemnitors Purchaser Indemnifying Parties will be obligated to pay in the aggregate (excluding Fraud Claims) shall not exceed an amount equal to 5% of the Escrow Property in value of the Escrow Account at such timeMerger Consideration, and in the case of Fraud Claims, shall not exceed an amount equal to the Merger Consideration actually paid (based on the Redemption Purchaser Stock Price). (d) The maximum aggregate amount of indemnification payments In no event shall any Indemnified Party be entitled to which the Purchaser Indemnitors will be obligated to pay recover or make a claim for any amounts in the aggregate (excluding Fraud Claims) shall not exceed a number of Pubco Ordinary Shares equal to the number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing)respect of, and in the case of Fraud Claimsno event shall Losses be deemed to include any punitive, shall not exceed an amount equal special, consequential or exemplary damages except to the Merger Consideration extent actually paid (based on the Redemption Price)to a third party in a Third Party Claim. (e) Notwithstanding anything to the contrary contained herein, no Indemnitor will have any indemnification obligations under Section 6.2 for any Loss to the extent that the amount of such Loss is included in the calculation of Net Working Capital or Closing Indebtedness and resulted in a change to the Adjustment Amount determined in accordance with Section 1.15. (f) Solely for purposes of determining the amount of Losses under this Article VI (and, for the avoidance of doubt, not for purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations, warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. (g) Subject to Section 5.8(b), no investigation or knowledge by an Indemnitee, any Purchaser Party or their respective Representatives of a breach of a representation, warranty, covenant or agreement of an Indemnitor shall affect the representations, warranties, covenants and agreements of the Company, any Seller or the Seller Representative or the recourse available to the Indemnitees or any Purchaser Party under any provision of this Agreement, including this Article VI, with respect thereto. (hf) The amount of any Losses suffered or incurred by any Indemnitee Indemnified Party shall be reduced by the amount of any insurance proceeds paid to the Indemnitee Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment. (i) The amount of any Losses subject to indemnification under this Article VI shall be calculated net of any Tax benefit realized in the year of the Losses by the applicable Indemnitee or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses. (j) The Indemnitees shall not have any right to indemnification with respect to, or based on, Taxes to the extent such Taxes are attributable to Tax periods (or portions thereof) beginning after the Closing Date.