Common use of Limitations to Indemnification Clause in Contracts

Limitations to Indemnification. (a) (i) The Company shall not be liable for any indemnifiable Losses that may be recovered by the Purchaser Related Parties (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to 2.00% of the Purchase Price (the “Indemnity Threshold”), but from and after such time as the indemnifiable Losses of the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person, and (ii) the Purchaser shall not be liable for any indemnifiable Losses that may be recovered by the Company Related Parties (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person. (b) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 8.2 (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) shall be an amount equal to 10.00% of the Purchase Price (the “Indemnity Cap”) and (ii) the Purchaser for any amounts due under Section 8.3 (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) shall be an amount equal to the Indemnity Cap; provided that, other than with respect to Fraud, the maximum amount of indemnifiable Losses that may be recovered from the Company or from the Purchaser, as applicable, shall be an amount equal to the Purchase Price. (c) For purposes of the Company’s indemnification obligations under Section 8.2, including for purposes of both determining whether there has been a breach of any representation or warranty and for determining the amount of indemnifiable Losses resulting therefrom, the representations and warranties set forth in Article III of this Agreement that are qualified as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification. (d) No party hereto shall have any liability for Losses pursuant to Section 8.2 or Section 8.3 for any consequential (to the extent the Loss did not arise from a reasonably foreseeable consequence of the relevant breach or the matter giving rise to the applicable Loss) or punitive damages relating to a breach or alleged breach of this Agreement, whether based in contract, tort, strict liability, other law or otherwise, except to the extent such Losses are incurred by a third person and constitute a portion of a Third-Party Claim. (e) Each Company Related Party or Purchaser Related Party seeking indemnification hereunder (each, an “Indemnified Party”) shall use reasonable best efforts to pursue any and all rights it or any of its controlled Affiliates has to any applicable insurance proceeds, indemnity or contribution from a third party in respect of any Losses payable by the indemnitor hereunder (the “Indemnifying Party”) pursuant to this Article VIII, and any payments by an Indemnifying Party pursuant to this Article VIII in respect of such Losses shall be reduced by the amount of such insurance proceeds, indemnity, contribution or other similar payment actually received by the Indemnified Party or any of its controlled Affiliates in respect of such Losses, less any related costs and expenses actually incurred by the Indemnified Party and its controlled Affiliates in pursuing such insurance claim or indemnity, contribution or other similar payment and the amount of any retrospective or other current increase in premium actually borne by the Indemnified Party or any of its controlled Affiliates, directly or indirectly, that is directly attributable to the payment of such insurance proceeds, and, if the Indemnified Party has previously received an indemnification payment from the Indemnifying Party for a Loss, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment with respect to such Loss, the Indemnified Party shall reimburse the Indemnifying Party for such payment (less any costs and expenses described in the preceding sentence). For the avoidance of doubt, the Indemnified Party shall be entitled to pursue indemnification from the Indemnifying Party pursuant to this Agreement prior to, after or concurrently with the pursuit of any such rights to insurance proceeds, indemnity or contribution from a third party. (f) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (g) No Indemnified Party shall be entitled to indemnification under this Article VIII for, and Losses shall not include, any Losses to the extent resulting from the actions or omissions of such Indemnified Party. Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use reasonable best efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (a) (i) The Company shall not be liable for any indemnifiable Losses that may be recovered by the Purchaser Related Parties (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to 2.00% of the Purchase Price (the “Indemnity Threshold”), but from and after such time as the indemnifiable Losses of the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person, and (ii) the Purchaser shall not be liable for any indemnifiable Losses that may be recovered by the Company Related Parties (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person. (b) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 8.2 (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) shall be an amount equal to 10.00% of the Purchase Price (the “Indemnity Cap”) and (ii) the Purchaser for any amounts due under Section 8.3 (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) shall be an amount equal to the Indemnity Cap; provided that, other than with respect to Fraud, the maximum amount of indemnifiable Losses that may be recovered from the Company or from the PurchaserInvestors, as applicable, shall be an amount equal to the Purchase Price. (c) For purposes of the Company’s indemnification obligations under Section 8.2, including for purposes of both determining whether there has been a breach of any representation or warranty and for determining the amount of indemnifiable Losses resulting therefrom, the representations and warranties set forth in Article III of this Agreement that are qualified as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification. (db) No party hereto shall have any liability for Losses pursuant to Section 8.2 5.1 or Section 8.3 5.2 for any consequential (to the extent the Loss did not arise from a reasonably foreseeable consequence of the relevant breach or the matter giving rise to the applicable Loss) indirect, consequential, exemplary or punitive damages relating to a breach or alleged breach of this Agreement, whether based in contract, tort, strict liability, other law or otherwisedamages, except for (i) such damages that are paid to the extent such Losses are incurred by a third person and constitute a portion of a Third-Party Claim. (e) Each Company Related Party or Purchaser Related Party seeking indemnification hereunder (each, an “Indemnified Party”) shall use reasonable best efforts to pursue any and all rights it or any of its controlled Affiliates has to any applicable insurance proceeds, indemnity or contribution from a third party in respect connection with a third-party claim and (ii) consequential or indirect damages that are reasonably foreseeable. Any indemnifiable Losses of any Losses payable by the indemnitor hereunder (the “Indemnifying Party”) pursuant to this Article VIII, and any payments by an Indemnifying Party pursuant to this Article VIII in respect of such Losses shall be reduced by the amount of such insurance proceeds, indemnity, contribution or other similar payment actually received by the Indemnified Party or any of its controlled Affiliates in respect of such Losses, less any related costs and expenses actually Investors Related Parties incurred by the Indemnified Party and its controlled Affiliates in pursuing such insurance claim or indemnity, contribution or other similar payment and the amount of any retrospective or other current increase in premium actually borne by the Indemnified Party or any of its controlled Affiliates, directly or indirectly, that is directly attributable to the payment of such insurance proceeds, and, if the Indemnified Party has previously received an indemnification payment from the Indemnifying Party for a Loss, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment with respect Company shall be payable to such Loss, Investors Related Parties based on the Indemnified Party shall reimburse Investors’ as-converted Beneficial Ownership of the Indemnifying Party for such payment (less any costs and expenses described in the preceding sentence). For the avoidance of doubt, the Indemnified Party shall be entitled to pursue indemnification from the Indemnifying Party pursuant to this Agreement prior to, after or concurrently with the pursuit of any such rights to insurance proceeds, indemnity or contribution from a third partyCompany. (fc) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (gd) No Indemnified Party shall be entitled to indemnification under this Article VIII for, and Losses shall not include, any Losses to the extent resulting from the actions or omissions of such Indemnified Party. Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use commercially reasonable best efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. The indemnification rights and obligations provided for in Section 5.1 are subject to the following limitations: (a) Notwithstanding the provisions of this Article V, neither Seller nor Purchaser shall have any indemnification obligations for Losses unless the aggregate amount of all such Losses equals or exceeds $10,000 (i) The Company the “Deductible”); provided, that at the time the Deductible has been met, the Indemnitor shall not be liable responsible solely for any indemnifiable Losses that may be recovered by the Purchaser Related Parties (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) unless and until the amount of such indemnifiable Losses, individually or Losses in the aggregate, exceeds an amount equal to 2.00% excess of the Purchase Price Deductible. In no event shall the aggregate amount of indemnifiable Losses to be paid by Seller or Purchaser under this Article V exceed $150,000 (the “Indemnity ThresholdGeneral Cap”). Notwithstanding anything to the contrary in this Article V, but from and after such time as (i) neither the indemnifiable Losses of Deductible nor the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party General Cap shall be entitled applicable with respect to indemnity for the entire amount any indemnification obligation arising out of all indemnifiable Losses any fraudulent, intentional or willful breach or any breach of such Personany Fundamental Representations, and (ii) in no event shall the Purchaser shall not be liable for any aggregate amount of indemnifiable Losses that may to be recovered paid by the Company Related Parties (other than for breaches Seller or Purchaser under this Article V in respect of any Purchaser indemnification obligation arising out of any fraudulent, intentional or willful breach or any breach of any Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of such indemnifiable Losses, individually or in the aggregate, exceeds exceed an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person$500,000. (b) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 8.2 (other than for breaches of any Company Fundamental Representations right to indemnification or any other remedy based on representations, warranties, covenants of the Company and agreements in this Agreement, or Fraud) in any Transaction Document shall not be an amount equal to 10.00% of the Purchase Price (the “Indemnity Cap”) and (ii) the Purchaser for affected by any amounts due under Section 8.3 (other than for breaches of investigation conducted at any Purchaser Fundamental Representations time, or any covenants knowledge acquired (or capable of being acquired) at any time, whether before or after the Purchaser execution and delivery of this Agreement or Fraud) shall be an amount equal to the Indemnity Cap; provided thatEffective Date, other than by such party or its affiliates or representatives with respect to Fraudthe accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant or agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or any other remedy based on such representations, warranties, covenants, and agreements. (c) The amount of any Losses subject to indemnification hereunder or of any claim therefor shall be calculated net of any insurance proceeds (net of direct collection or recovery costs and expenses) actually received by the Seller Indemnified Parties or the Purchaser Indemnified Parties, as applicable, on account of such Losses, pursuant to insurance policies in effect immediately prior to the Purchase Closing. If the Seller Indemnified Parties or the Purchaser Indemnified Parties actually receive insurance proceeds as described above, and such proceeds were not included in the computation of Losses and/or Losses have been paid prior to the receipt of such proceeds, the maximum amount of indemnifiable Losses that may be recovered from Seller Indemnified Parties or the Company or from the PurchaserPurchaser Indemnified Parties, as applicable, shall refund the Purchaser or Seller, as applicable, the amount of such insurance proceeds that constitutes a duplicate recovery, up to the amount received in connection with such indemnification claim (net of direct collection or recovery costs and expenses). In connection with any Losses arising under this Agreement, Purchaser Indemnified Parties and Seller Indemnified Parties, as applicable, shall utilize commercially reasonable efforts to pursue collection of any such insurance, if applicable, in order to mitigate against any such Losses (provided, however, that no Indemnified Party shall be required to notify the provider(s) or payor(s) of, or seek recovery for such Losses under, any such insurance policies prior to seeking and obtaining recovery for such Losses pursuant to, and subject to, this Article V). (d) If an amount equal Indemnified Party recovers any such amounts in respect of Losses from any third party responsible for such Losses pursuant to any indemnity, contribution or similar arrangements in effect immediately prior to the Purchase PriceClosing, at any time after the Indemnifying Party has paid all or a portion of such Losses to the Indemnified Party pursuant to the provisions of this Article V, the Indemnified Party shall promptly reimburse the indemnifying Party for any indemnification payment made by the indemnifying Party with respect to such Losses that constitutes a duplicate recovery, up to the amount received by the Indemnified Party from the indemnifying Party in connection with such indemnification claim (net of direct collection or recovery expenses). (ce) For purposes of Following the Company’s indemnification obligations under Section 8.2Purchase Closing, including the sole and exclusive remedy for purposes of both determining whether there has been a the breach of any representation or warranty and for determining of this Agreement shall be the amount of indemnifiable Losses resulting therefrom, the representations and warranties indemnification provisions set forth in Article III of this Agreement that are qualified as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualification. (d) No party hereto shall have any liability for Losses pursuant to Section 8.2 or Section 8.3 for any consequential (to the extent the Loss did not arise from a reasonably foreseeable consequence of the relevant breach or the matter giving rise to the applicable Loss) or punitive damages relating to a breach or alleged breach of this Agreement, whether based in contract, tort, strict liability, other law or otherwise, except to the extent such Losses are incurred by a third person and constitute a portion of a Third-Party Claim. (e) Each Company Related Party or Purchaser Related Party seeking indemnification hereunder (each, an “Indemnified Party”) shall use reasonable best efforts to pursue any and all rights it or any of its controlled Affiliates has to any applicable insurance proceeds, indemnity or contribution from a third party in respect of any Losses payable by the indemnitor hereunder (the “Indemnifying Party”) pursuant to this Article VIIIV; provided, and however, that nothing herein will limit or otherwise affect any payments by an Indemnifying Party pursuant (a) indemnified Party’s rights hereunder or ability to this Article VIII in respect of such Losses shall be reduced by the amount of such insurance proceedsmake, indemnitypursue, contribution enforce or prosecute any claims based on fraud or intentional misrepresentation, or (b) any Party’s rights to specific performance, injunctive or other similar payment actually received by the Indemnified Party or any of equitable relief to enforce its controlled Affiliates in respect of such Losses, less any related costs and expenses actually incurred by the Indemnified Party and its controlled Affiliates in pursuing such insurance claim or indemnity, contribution or other similar payment and the amount of any retrospective or other current increase in premium actually borne by the Indemnified Party or any of its controlled Affiliates, directly or indirectly, that is directly attributable to the payment of such insurance proceeds, and, if the Indemnified Party has previously received an indemnification payment from the Indemnifying Party for a Loss, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment with respect to such Loss, the Indemnified Party shall reimburse the Indemnifying Party for such payment (less any costs and expenses described in the preceding sentence). For the avoidance of doubt, the Indemnified Party shall be entitled to pursue indemnification from the Indemnifying Party pursuant to this Agreement prior to, after or concurrently with the pursuit of any such rights to insurance proceeds, indemnity or contribution from a third party. (f) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to or otherwise in connection with the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paidTransactions contemplated hereby. (g) No Indemnified Party shall be entitled to indemnification under this Article VIII for, and Losses shall not include, any Losses to the extent resulting from the actions or omissions of such Indemnified Party. Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition which would reasonably be expected to give rise to any Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use reasonable best efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had the Indemnified Party made such efforts.

Limitations to Indemnification. (ai) PAS shall not be required to indemnify any Company Indemnified Party for any breach or inaccuracy in the representations and warranties made by PAS in or pursuant to this Agreement unless (i) the amount of each single claim (or the aggregate amount of a series of claims arising from the same factual matter or event) adjudicated (including by arbitration) or agreed as an Indemnifiable Loss is at least equal to US$100,000 and (ii) the aggregate of all such amounts for which indemnity would otherwise be payable by PAS exceeds US$2,000,000 and then PAS shall only be required to indemnify the Company Indemnified Party for the amount by which such Indemnifiable Losses exceeds US$2,000,000, provided that any Indemnifiable Losses attributable to fraud or the representations and warranties included in Section 4.9 (Taxes) and in Section 4.4(c) (iTitle to Company Acquired Shares) will not be subject to the limitations set forth in this Section 7.3. Except for Indemnifiable Losses attributable to fraud or the representations and warranties included in Section 4.9 (Taxes) and in Section 4.4(c) (Title to Company Acquired Shares), in which case the total indemnification to be paid by PAS under Article VII shall not exceed the Exchange Value, in no other event shall the total indemnification to be paid by PAS under this Article VII exceed US$15,000,000. (ii) The Company shall not be liable required to indemnify any PAS Indemnified Party for any indemnifiable Losses that may be recovered breach or inaccuracy in the representations and warranties made by the Purchaser Related Parties Company in or pursuant to this Agreement unless (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraudi) unless and until the amount of such indemnifiable Losses, individually each single claim (or in the aggregate, exceeds aggregate amount of a series of claims arising from the same factual matter or event) adjudicated (including by arbitration) or agreed as an amount Indemnifiable Loss is at least equal to 2.00% of the Purchase Price (the “Indemnity Threshold”), but from and after such time as the indemnifiable Losses of the Purchaser Related Parties exceed the Indemnity Threshold, each applicable Purchaser Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person, US$100,000 and (ii) the Purchaser shall not aggregate of all such amounts for which indemnity would otherwise be liable for any indemnifiable Losses that may be recovered payable by the Company Related Parties (other than exceeds US$2,000,000 and then the Company shall only be required to indemnify the PAS Indemnified Party for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) unless and until the amount of by which such indemnifiable LossesIndemnifiable Losses exceeds US$2,000,000, individually provided that any Indemnifiable Losses attributable to fraud or in the aggregate, exceeds an amount equal to the Indemnity Threshold, but from and after such time as the indemnifiable Losses of the Company Related Parties exceed the Indemnity Threshold, each applicable Company Related Party shall be entitled to indemnity for the entire amount of all indemnifiable Losses of such Person. (b) The maximum amount of indemnifiable Losses that may be recovered from (i) the Company for any amounts due under Section 8.2 (other than for breaches of any Company Fundamental Representations or any covenants of the Company or Fraud) shall be an amount equal to 10.00% of the Purchase Price (the “Indemnity Cap”) and (ii) the Purchaser for any amounts due under Section 8.3 (other than for breaches of any Purchaser Fundamental Representations or any covenants of the Purchaser or Fraud) shall be an amount equal to the Indemnity Cap; provided that, other than with respect to Fraud, the maximum amount of indemnifiable Losses that may be recovered from the Company or from the Purchaser, as applicable, shall be an amount equal to the Purchase Price. (c) For purposes of the Company’s indemnification obligations under Section 8.2, including for purposes of both determining whether there has been a breach of any representation or warranty and for determining the amount of indemnifiable Losses resulting therefrom, the representations and warranties included in Section 5.9 (Taxes) and in Section 5.4(c) (Title to PAS Acquired Shares) will not be subject to the limitations set forth in this Section 7.3. Except for Indemnifiable Losses attributable to fraud or the representations and warranties included in Section 5.9 (Taxes) and in Section 5.4(c) (Title to PAS Acquired Shares), in which case the total indemnification to be paid by the Company under this Article III of VII shall not exceed the Exchange Value, in no other event shall the total indemnification to be paid by the Company under this Agreement that are qualified as to “material”, “materiality”, “material respects”, “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without any such qualificationArticle VII exceed US$15,000,000. (diii) No party hereto shall have any liability for Losses pursuant to Section 8.2 or Section 8.3 for any consequential (to the extent the Loss did not arise from a reasonably foreseeable consequence of the relevant breach or the matter giving rise to the applicable Loss) or punitive damages relating to a breach or alleged breach of this Agreement, whether based in contract, tort, strict liability, other law or otherwise, except to the extent such Losses are incurred by a third person and constitute a portion of a Third-Party Claim. (e) Each Company Related Party or Purchaser Related Party seeking indemnification hereunder (each, an “Indemnified Party”) shall use reasonable best efforts to pursue any and all rights it or any of its controlled Affiliates has to any applicable insurance proceeds, indemnity or contribution from a third party in respect of any Losses payable by the indemnitor hereunder (the “Indemnifying Party”) pursuant to this Article VIII, and any payments by an Indemnifying Party pursuant to this Article VIII in respect of such All Indemnifiable Losses shall be reduced by the amount computed net of such insurance proceeds, indemnity, contribution or other similar payment actually received by (i) any net Tax benefit resulting therefrom to the Indemnified Party or Party, (ii) any of its controlled Affiliates in insurance proceeds received with respect of such Lossesthereto, less and (iii) any related costs and expenses actually incurred by the Indemnified Party and its controlled Affiliates in pursuing such insurance claim or indemnity, contribution or other similar payment and the amount of amounts recovered from any retrospective or other current increase in premium actually borne by the Indemnified Party or any of its controlled Affiliates, directly or indirectly, that is directly attributable to the payment of such insurance proceeds, and, if third parties based on claims the Indemnified Party has previously received an indemnification payment from the Indemnifying Party for a Loss, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment with respect to against such Loss, the Indemnified Party shall reimburse the Indemnifying Party for such payment (less any costs and expenses described in the preceding sentence). For the avoidance of doubt, the Indemnified Party shall be entitled to pursue indemnification from the Indemnifying Party pursuant to this Agreement prior to, after or concurrently with the pursuit of any such rights to insurance proceeds, indemnity or contribution from a third party. (f) Notwithstanding anything to the contrary contained in this Agreement, (i) no Indemnified Party or any of its Affiliates will be entitled to recover more than one time for any particular Losses under this Agreement and (ii) to the extent an Indemnifying Party has paid any Losses under this Agreement to any Indemnified Party, no other Indemnified Party shall be entitled to recover the same Losses in respect of the claims for which such Losses were paid. (g) No Indemnified Party shall be entitled to indemnification under this Article VIII for, and Losses shall not include, any Losses to the extent resulting from the actions or omissions of such Indemnified Party. Each Indemnified Party shall make reasonable efforts to mitigate or minimize all Losses upon and after becoming aware of any event or condition parties which would reasonably be expected to give rise to any reduce the Indemnifiable Losses that are indemnifiable hereunder and, if an Indemnified Party fails to use reasonable best efforts to so mitigate any indemnifiable Losses under this sentence, the Indemnifying Party that would otherwise have an indemnity obligation hereunder with respect to such be sustained. All Indemnifiable Losses shall have no liability for any portion of such Losses that reasonably would have been avoided or mitigated had be treated as adjustments to the Indemnified Party made such effortsExchange Value.