Common use of Losses Net of Insurance, Etc Clause in Contracts

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) loss, liability, claim, damage or expense for which indemnification is provided under Section 4.07(e), Section 4.10 or this Article X VII shall be net of any amounts recovered or recoverable by the Person indemnified pursuant to this Article X VII (the "Indemnified Party") under insurance policies with respect to such Losses loss, liability, claim, damage or expense and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party and arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party and arising from the incurrence or payment of any such Lossloss, liability, claim, damage or expense. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be reduced by any such insurance proceeds and increased or reduced reduced, as the case may be, to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 7.2 shall be net of (i) any amounts recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually recovered in respect of such Loss (each source named in clauses (i) and (ii), a “Collateral Source”), (iii) an amount equal to the actual Tax benefit realized with respect to such Loss and (iv) any specific accruals or reserves (or overstatement of liabilities in respect of actual liability) included in the Closing Statement. Subject to the foregoing, the parties shall take and shall cause their Affiliates to take all commercially reasonable steps to (i) mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto and (ii) seek recovery from all Collateral Sources. If the amount to be netted hereunder from any payment required under Section 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VII, the Indemnified Party arising from shall repay to the receipt or accrual of indemnity payments hereunder (grossed up for Indemnifying Party, promptly after such increase) and (ii) reduced determination, any amount that the Indemnifying Party would not have had to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased or reduced to reflect any Article VII had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. (a) The amount of any Loss (including any Tax) for which indemnification is provided under this Article X IX shall be net of any amounts actually recovered or recoverable by the Person indemnified pursuant Indemnified Person, or which the Indemnified Party is entitled to this Article X (the "Indemnified Party") recover, under insurance policies with respect to such Losses Loss and shall be (i) increased to take account of any net Tax cost incurred by related reserve in respect thereof reflected on the Indemnified Party arising from Closing Statement. (b) Notwithstanding anything to the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of contrary elsewhere in this Agreement, no Indemnifying Person shall, in any event, be liable to the other party for any damages not proximately caused by its breach hereunder, any damages for loss of business reputation, or any punitive or exemplary damages. The foregoing shall not be interpreted, however, to limit indemnification for Losses incurred as a result of the assertion by a claimant (other than the parties hereto and their successors and assigns) in a Third-Party Claim of claims for damages of the foregoing type. (c) The parties hereto agree that any matter that is subject to resolution by the Accounting Arbitrator pursuant to Section 2.5 shall not be the basis of an Indemnified Party indemnification claim under this Article IX, it being the intent of the parties that the Purchase Price adjustment provided in Section 2.5 shall be deemed the sole and exclusive remedy therefor. (d) Except as expressly set forth in Section 10.5 as to have "actually realized" a net Tax cost equitable remedies, the parties hereto agree that the indemnification provisions of this Article IX are intended to provide the exclusive remedy as to all Losses either may incur arising from or net Tax benefit relating to the Transactions, and each party hereby waives, to the extent thatthey may do so, and at such time asany other rights or remedies that may arise under any applicable statute, the amount of Taxes payable by such Indemnified Party is increased above rule or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseregulation.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Sections 8.1 or 8.2 (the "Specified Sections") shall be net of (i) any amounts recovered accruals or recoverable reserves on the Financial Statements or the Working Capital Statement and (ii) an amount equal to the present value of the Tax benefit or detriment, if any, attributable to such Loss, as and when actually realized by the Person indemnified indemnifying party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Loss, the Indemnified Party shall assign to the Indemnifying Party all of its rights to seek recovery pursuant to any indemnification by or indemnification agreement with any third party, any insurance proceeds or other sources of reimbursement receivable as an offset against any such Loss and otherwise reasonably cooperate to provide the Indemnifying Party with the benefit thereof and, thereafter, the Indemnifying Party shall be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 8.1 or 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party to this Article VIII, 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 pursuant to this Article X (VIII had such determination been made at the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) Losses for which indemnification is provided under this Article X Agreement shall be net of any amounts actually recovered or recoverable by the Person indemnified Indemnified Party from third parties (including amounts actually recovered under insurance policies, but only to the extent any recovered insurance proceeds exceed costs of collecting such proceeds and premium increases, whether retrospective or prospective, that result from the claim for such proceeds) with respect to such Losses. If any such insurance proceeds and/or other amounts are received by the Indemnified Party after payment by any Indemnifying Party of any amount otherwise required to be paid to the Indemnified Party pursuant to this Article X (VIII, the "Indemnified Party") under insurance policies with respect Party shall repay to such Losses and shall be (i) increased Indemnifying Party, promptly after receipt of such insurance proceeds and/or other amounts, the amount that such Indemnifying Party would not have had to take account of any net Tax cost incurred pay pursuant to this Article VIII had such insurance proceeds and/or other amounts been received by the Indemnified Party arising from prior to such Indemnifying Party’s payment under this Article VIII. This Section 8.5 shall not limit, delay or otherwise affect the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment rights of any such Loss. Any indemnification payment hereunder shall initially be made without regard Indemnified Party to recover from an Indemnifying Party pursuant to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseArticle VIII.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet specifically relating to such matter, (ii) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt pursuant to any indemnification by or accrual indemnification agreement with any third party and (iii) any insurance proceeds or other cash receipts or sources of indemnity payments hereunder reimbursement received as an offset against such Loss (grossed up for and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such increasesource named in clauses (i), (ii) and (iiiii), a “Collateral Source”). If the amount to be netted hereunder from any payment required under Sections 8(b) reduced to take account or 8(c) is determined after payment by the Indemnifying Party of any net Tax benefit realized by amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8, the Indemnified Party arising from shall repay to the incurrence or payment Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Section 8 had such determination been made at the time of such payment. Unless prohibited by law, the Parties agree that any such Loss. Any indemnification payment made hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, treated as an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit adjustment to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensePurchase Price.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 7 shall be net of (i) in the case of Section 7(b), any accruals or reserves on the Closing Date Balance Sheet, (ii) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt pursuant to any indemnification by or accrual indemnification agreement with any third party, (iii) any insurance proceeds or other cash receipts or sources of indemnity payments hereunder reimbursement received as an offset against such Loss (grossed up for and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such increasesource named in clauses (i), (ii) and (iiiii), a “Collateral Source”), and (iv) reduced the fees, costs and expenses of defending or pursuing any claim against a Collateral Source. If the amount to take account be netted hereunder from any payment required under Sections 7(b) or 7(c) is determined after payment by the indemnifying party of any net Tax benefit realized by amount otherwise required to be paid to an Indemnified Party pursuant to this Section 7, the Indemnified Party arising from shall repay to the incurrence or payment indemnifying party, promptly after such determination, any amount that the indemnifying party would not have had to pay pursuant to this Section 7 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim. Unless prohibited by law, the Parties agree that any such Loss. Any indemnification payment made hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, treated as an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit adjustment to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensePurchase Price.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 7.6, 8.2 or 8.3 shall be net of (i) any accruals or reserves included in the determination of the Closing Date Working Capital, (ii) any amounts recovered or recoverable by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any Person, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each Person indemnified named in clauses (ii) and (iii), a “Collateral Source”), and (iv) an amount equal to the present value of the Tax benefit, if any, attributable to such Loss. Indemnification under this Article VIII shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party shall then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.6, 8.2 or 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VIII, the Indemnified Party arising shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VIII had such determination been made at the time of such payment, and any excess recovery from the receipt or accrual of indemnity a Collateral Source shall be applied to reduce any future payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized be made by the Indemnified Indemnifying Party arising from the incurrence pursuant to Section 7.6, 8.2 or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense8.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.1 shall be net of: (i) any amounts actually received by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party; (ii) any amounts actually received under any insurance or other sources of reimbursement as an offset against such Loss (each source named in clauses (i) and (ii), a “Collateral Source”); and (iii) accruals or reserves relevant to the claim or demand included on the Closing Balance Sheet. In addition, the Indemnifying Party shall have no liability in respect of any amounts recovered such Losses to the extent they arise or recoverable are incurred as a result of the passing of, or a change in, any applicable Law. The Parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. If, after the Indemnifying Party has paid the Indemnified Party any amount pursuant to Article 8, it is determined that all or portion of such payment should not have been made as a result of the actual payment by one or more Collateral Sources and/or the Person indemnified applicability of one or more of the limitations set forth in this Section 8.7, 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 pursuant to this Article X (8 had such determination been made at the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet, (ii) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from pursuant to any indemnification by or indemnification agreement with any third party, net of the receipt costs of such recovery, (iii) any insurance proceeds or accrual other cash receipts or sources of indemnity payments hereunder reimbursement received as an offset against such Loss (grossed up for and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such increasesource named in clauses (i), (ii) and (iiiii), a “Collateral Source”), net of the fees, costs and expenses of defending or pursuing any claim against a Collateral Source. If the amount to be netted hereunder from any payment required under Sections 8(b) reduced to take account or 8(c) is determined after payment by the indemnifying party of any net Tax benefit realized by amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8, the Indemnified Party arising from shall repay to the incurrence or payment of indemnifying party, promptly after such determination, any such Loss. Any indemnification payment hereunder shall initially be made without regard amount that the indemnifying party would not have had to pay pursuant to this paragraph and shall be increased or reduced to reflect any Section 8 had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such losspayment, liabilityalong with the fees, costs and expenses, if any, of pursuing such claim, damage or expense.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the balance sheet of the Company for the Most Recent Fiscal Month End, (ii) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt pursuant to any indemnification by or accrual indemnification agreement with any third party, (iii) any insurance proceeds or other cash receipts or sources of indemnity payments hereunder reimbursement received as an offset against such Loss (grossed up for and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such increasesource named in clauses (i), (ii) and (iiiii), a “Collateral Source”), and (iv) reduced the fees, costs and expenses of defending or pursuing any claim against a Collateral Source. If the amount to take account be netted hereunder from any payment required under Sections 8(b) or 8(c) is determined after payment by the indemnifying party of any net Tax benefit realized by amount otherwise required to be paid to an Indemnified Party pursuant to this Section 8, the Indemnified Party arising from shall repay to the incurrence or payment indemnifying party, promptly after such determination, any amount that the indemnifying party would not have had to pay pursuant to this Section 8 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim. Unless prohibited by law, the Parties agree that any such Loss. Any indemnification payment made hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, treated as an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit adjustment to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensePurchase Price.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) Losses for which indemnification is provided under this Article X XI shall be net of (i) any amounts recovered accruals or recoverable reserves reflected in the Closing Working Capital as finally determined pursuant to Section 1.3 to the extent such accruals or reserves actually and directly relate to the underlying Claim, and (ii) any insurance proceeds actually received (net of collection costs, increases in premiums and retropremiums) as an offset against such Losses (each source described named in clause (ii), a “Collateral Source”), and (iii) an amount equal to the value of the Tax benefit attributable to such Losses, to be paid when actually realized by the Person indemnified Company or its Affiliates (including by virtue of a loss, deduction or credit carryforward), the loss, deduction or credit related to any such Loss being considered the last item to reduce income, gain or receipts. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Article XI is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by XI, the Indemnified Party arising from shall repay to the receipt or accrual of indemnity payments hereunder (grossed up for Indemnifying Party, promptly after such increase) and (ii) reduced determination, any amount that the Indemnifying Party would not have had to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased or reduced to reflect any Article XI had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.1 or 8.2 shall be net of (i) any amounts recovered specific accruals or recoverable reserves on the Financial Statements or the Working Capital Statement, or (ii) any (A) insurance proceeds from any insurance policy the premiums of which shall not have been paid (1) prior to Closing by Purchaser or any of its Affiliates and (2) after the Closing by Purchaser, any of its Affiliates or the Business, (B) statutory compensation for illness or injury received by, or available to, any current or former employee or (C) other cash receipts or sources of reimbursement received as an offset against such Loss (each Person named in clause (ii), a “Collateral Source”). The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery from a Collateral Source pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 8.1 or 8.2 is determined after payment by the Person indemnified Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party to this Article VIII, 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 pursuant to this Article X (VIII had such determination been made at the "Indemnified Party") time of such payment. Any indemnity payment made pursuant to Article VIII shall be treated as an adjustment to the price paid by Purchaser for the relevant Conveyed Company or Purchased Assets for Tax purposes to the extent permitted under insurance policies applicable law, unless a final determination with respect to the indemnified party or any of its Affiliates causes such Losses and shall payment to be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, treated other than as an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit adjustment to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required purchase price for federal Income Tax purposes. Back to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.Contents

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X VII shall be net of (i) in the case of Section 7.1, any accruals or reserves on the Annual Financial Statements which relate specifically to such Loss, (ii) any amounts recovered or recoverable by the indemnified party pursuant to any indemnification by or indemnification agreement with any third party, (iii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement recovered as an offset against such Loss and (b) the net present value of any increase in insurance premiums payable by the Indemnified Party (as such term is defined in Section 7.5 of this Agreement) which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurance proceeds paid on account of such Loss (each such Person named in clauses (i), (ii) and (iii), a "Collateral Source") and (iv) an amount equal to the Tax benefit, if any, attributable to such Loss. If the amount to be netted hereunder from any payment required under Sections 7.1 or 7.2 is determined after payment by the indemnifying party of any amount otherwise required to be paid to an indemnified party pursuant to this Article X (VII, the "Indemnified Party") under insurance policies with respect indemnified party shall repay to the indemnifying party, promptly after such Losses and shall be (i) increased determination, any amount that the indemnifying party would not have had to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased or reduced to reflect any Article VII had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) Losses for which indemnification is provided under this Article X VIII shall be net of (a) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred actually received by the Indemnified Party arising from the receipt or accrual any of indemnity payments hereunder its Subsidiaries pursuant to any indemnification by or indemnification agreement with any third party in relation to such Losses, (grossed up for such increaseb) and (ii) reduced to take account any insurance proceeds or other cash receipts or sources of any net Tax benefit realized reimbursement received by the Indemnified Party arising from or any of its Subsidiaries as an offset against such Losses (each Person named in clauses (a) and (b), a "COLLATERAL SOURCE"), and (c) an amount equal to the incurrence or payment present value of any the Tax benefit, if any, attributable to such LossLosses. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified The Indemnifying Party has actually realized such cost or benefit. For purposes of this Agreement, may require an Indemnified Party shall to assign the rights to seek recovery from Collateral Sources; PROVIDED, HOWEVER, that the Indemnifying Party will then be deemed responsible for pursuing such claim at its own expense. If the amount to have "actually realized" be netted hereunder in connection with a net Tax cost Collateral Source from any payment required under Section 8.01 or net Tax benefit 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to the extent that, and at such time asbe paid to an Indemnified Party under this Article VIII, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense.Indemnified

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 12.2 or 12.3 shall be net of (i) any amounts actually recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party that is not an Affiliate of such Indemnified Party and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received from any third party that is not an Affiliate of such Indemnified Party as an offset against such Loss (each third party that is not an Affiliate of such Indemnified Party referred to in clauses (i) and (ii), a “Collateral Source”), in each case net of reasonable costs of recovery and, if applicable, premium increases or adjustments. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Sections 12.2 and 12.3 is received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by XII, the Indemnified Party arising from shall repay to the receipt or accrual of indemnity payments hereunder (grossed up for Indemnifying Party, promptly after such increase) and (ii) reduced receipt, any amount that the Indemnifying Party would not have had to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased Article XII had such receipt been made at or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit prior to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseindemnification payment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.01 or 8.02 shall be net of (i) any amounts recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party that is not an Affiliate of such Indemnified Party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received from any third party that is not an Affiliate of such Indemnified Party as an offset against such Loss (each third party that is not an Affiliate of such Indemnified Party referred to in clauses (i) and (ii), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Sections 8.01 or 8.02 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VIII, the Indemnified Party arising shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VIII had such determination been made at the time of such payment, and any excess recovery from the receipt or accrual of indemnity a Collateral Source shall be applied to reduce any future payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized be made by the Indemnified Indemnifying Party arising from the incurrence pursuant to Section 8.01 or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expense8.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.1 or Section 8.2 shall be net of (i) any amounts actually recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (ii) any insurance proceeds actually received as an offset against such Loss. If the amount to be netted hereunder from any payment required under Section 8.1 or Section 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VIII, the Indemnified Party arising from shall repay to the receipt or accrual Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VIII had such determination been made at the time of indemnity payments hereunder (grossed up for such increase) and (ii) reduced payment. The Indemnifying Party may require, as a condition to take account the provision of any net Tax benefit realized by indemnification hereunder, that the Indemnified Party arising from the incurrence or payment of any such Lossexecute an undertaking consistent with its obligations set forth in this Section 8.7. Any indemnification payment hereunder shall initially be All payments made without regard pursuant to this paragraph and Article VIII shall be increased or reduced to reflect any such net treated for Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, as an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit adjustment to the extent thatpurchase price, and at such time as, the amount of Taxes payable unless otherwise required by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseapplicable Law.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 9.1 or Section 9.2 shall be net of (i) any amounts recovered or recoverable by the Person indemnified pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds (net of any increase in premiums directly relating to such Loss as reasonably demonstrated by the receipt Indemnified Party) or accrual of indemnity payments hereunder other funds received as an offset against such Loss (grossed up for such increaseeach Person named in clauses (i) and (ii), a “Collateral Source”) reduced and (iii) an amount equal to take account the present value of any net the Tax benefit realized by benefit, if any, attributable to such Loss. Indemnification under this ARTICLE IX shall not be available unless the Indemnified Party arising first uses all commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the incurrence rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Section 9.1 or Section 9.2 is determined after payment by the Indemnifying Party of any such Loss. Any indemnification payment hereunder shall initially amount otherwise required to be made without regard paid to an Indemnified Party pursuant to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after ARTICLE IX, the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit repay to the extent thatIndemnifying Party, and at promptly after such time asdetermination, any amount that the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Indemnifying Party would be required not have had to pay but for pursuant to this ARTICLE IX had such determination been made at the receipt of the indemnity payment or the incurrence or payment time of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 9.1 or 9.2 shall be net of (i) any amounts recovered or recoverable by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each Person indemnified named in clauses (i) and (ii), a “Collateral Source”), and (iii) an amount equal to the present value (utilizing a discount rate equal to the Applicable Rate defined in Section 2.7(d) of the tax benefit, if any, attributable to such Loss. Indemnification under this Article IX shall not be available unless the Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Section 9.1 or 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party to this Article IX, 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 pursuant to this Article X (IX had such determination been made at the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 9.2(a) shall be net of (i) any amount for which a reserve or accrual is established in Closing Working Capital hereunder or which has otherwise been taken into account as a current Liability for purposes of the calculation of Closing Working Capital hereunder, (ii) any amounts recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (iii) any proceeds under Policies maintained by the Company, Buyer or Sellers as of the Closing Date and for which the premiums were paid in full as of the Closing Date or other cash receipts or sources of reimbursement received as an offset against such Loss (each source of recovery referred to in clauses (ii) and (iii), a “Collateral Source”), if any, attributable to such Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 9.2(a) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party to this Article IX, 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 pursuant to this Article X (IX had such determination been made at the "Indemnified Party") under insurance policies with respect to time of such Losses payment, and any excess recovery from a Collateral Source shall be (i) increased applied to take account of reduce any net Tax cost incurred future payments to be made by the Indemnified Indemnifying Party arising from the receipt pursuant to Section 9.2 or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseSection 9.3.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.1 or 8.2 shall be net of (i) any amounts actually recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any Third Party with respect to such Loss and (ii) any Third Party insurance proceeds actually received with respect to such Loss. If the amount to be netted hereunder from any payment required under Section 8.1 or 8.2 is determined after the Indemnifying Party has made such payment, 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 pursuant to this Article X (VIII had such determination been made at the "time of such payment. Without limiting the Indemnifying Party’s obligations under this Article VIII, the Indemnified Party") under insurance policies with respect to such Losses Party shall take, and shall be (i) increased cause the other Purchaser Indemnitees or Seller Indemnitees, as applicable, to take account take, commercially reasonable steps to mitigate any Losses upon becoming aware of any net Tax cost event that would reasonably be expected to, or does, give rise thereto; provided, that any costs and expenses incurred by the Indemnified Party arising from in connection therewith shall be included in the receipt or accrual amount of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by Losses; provided, further, that the Indemnified Party arising from the incurrence shall not be obligated to commence or payment of prosecute any such Loss. Any indemnification payment hereunder shall initially be made without regard litigation or to this paragraph and shall be increased or reduced to reflect take any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes other action that such Indemnified Party in its good faith judgment would be required reasonably likely to pay but for the receipt of the indemnity payment negatively affect its business or the incurrence or payment of such loss, liability, claim, damage or expensebusiness relationships in any material respect.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 9.2(a) or Section 9.2(b) shall be net of (i) any amount for which a reserve or accrual is established in Closing Working Capital hereunder or which has been taken into account as a current liability for purposes of the calculation of the Total Consideration, (ii) any amounts recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (iii) any proceeds under insurance policies maintained by the Company as of the Closing Date and for which the premiums were paid in full as of the Closing Date or other cash receipts or sources of reimbursement received as an offset against such Loss (each source of recovery referred to in clauses (ii) and (iii), a “Collateral Source”), if any, attributable to such Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 9.2(a) or Section 9.2(b) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party to this Article IX, 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 pursuant to this Article X (IX had such determination been made at the "Indemnified Party") under insurance policies with respect to time of such Losses payment, and any excess recovery from a Collateral Source shall be (i) increased applied to take account of reduce any net Tax cost incurred future payments to be made by the Indemnified Indemnifying Party arising from the receipt pursuant to Section 9.2 or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseSection 9.3.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 7.1 shall be net of (i) any amounts recovered or recoverable by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (ii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each Person indemnified named in subsections (i) and (ii), a “Collateral Source”), and (iii) an amount equal to the present value of the tax benefit, if any, attributable to such Loss. Indemnification under this Article VII shall not be available unless the Indemnified Party first uses commercially reasonable efforts, at the Indemnifying Party’s expense, to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the rights to seek recovery pursuant to the preceding sentence. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 7.1 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VII, the Indemnified Party arising shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to this Article VII had such determination been made at the time of such payment, and any excess recovery from the receipt or accrual of indemnity a Collateral Source shall be applied to reduce any future payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized be made by the Indemnified Indemnifying Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pursuant to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expenseSection 7.1.

Losses Net of Insurance, Etc. (a) Each Indemnified Party shall use its commercially reasonable efforts, and shall cause its Affiliates to use their respective commercially reasonable efforts, to mitigate any indemnifiable Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto; provided that the foregoing shall not be deemed to limit the ability of such Indemnified Party and its Affiliates to incur reasonable costs and expenses in connection therewith. (b) The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 8.1 or 8.3 shall be net of (i) any amounts actually recovered or recoverable by the Person indemnified Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party and (ii) any insurance proceeds actually received as an offset against such Loss, in each case, net of costs of recovery and increased premium or similar amounts, if any. An Indemnified Party shall use commercially reasonable efforts to make such recoveries. If the amount to be netted hereunder from any payment required under Section 8.1 or 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by 8, the Indemnified Party arising from shall repay to the receipt or accrual of indemnity payments hereunder (grossed up for Indemnifying Party, promptly after such increase) and (ii) reduced determination, any amount that the Indemnifying Party would not have had to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased or reduced to reflect any Article 8 had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which ---------------------------- indemnification is provided under this Article X VII shall be net of (i) in the case of Section 7.1, any accruals or reserves on the Annual Financial Statements which relate specifically to such Loss, (ii) any amounts recovered or recoverable by the Indemnified Party (as such term is defined in Section 7.5 of this Agreement) pursuant to any indemnification by or indemnification agreement with any third party, (iii) the positive difference, if any, between (a) any insurance proceeds or other cash receipts or sources of reimbursement recovered as an offset against such Loss and (b) the net present value of any increase in insurance premiums payable by the Indemnified Party which such party is able to demonstrate to the Indemnifying Party (as such term is defined in Section 7.5 of this Agreement) is directly attributable to any insurance proceeds paid on account of such Loss (each such Person indemnified named in clauses (i), (ii) and (iii), a "Collateral Source") and (iv) an amount equal to the Tax benefit, if any, attributable to such Loss. If the amount to be netted hereunder from any payment required under Sections 7.1 or 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Article X (the "Indemnified Party") under insurance policies with respect to such Losses and shall be (i) increased to take account of any net Tax cost incurred by VII, the Indemnified Party arising from shall repay to the receipt or accrual of indemnity payments hereunder (grossed up for Indemnifying Party, promptly after such increase) and (ii) reduced determination, any amount that the Indemnifying Party would not have had to take account of any net Tax benefit realized by the Indemnified Party arising from the incurrence or payment of any such Loss. Any indemnification payment hereunder shall initially be made without regard pay pursuant to this paragraph and shall be increased or reduced to reflect any Article VII had such net Tax cost (including gross-up) or net Tax benefit only after determination been made at the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for the receipt of the indemnity payment or the incurrence or payment of such loss, liability, claim, damage or expensepayment.

Losses Net of Insurance, Etc. The amount of any Loss (including any Tax) for which indemnification is provided under this Article X Section 9.01 or 9.02 shall be net of (i) any amounts recovered or recoverable by the Person indemnified Indemnified Party pursuant to this Article X any indemnification by or indemnification agreement with any third party, (the "Indemnified Party"ii) under any insurance policies with respect to proceeds or other cash receipts or sources of reimbursement received as an offset against such Losses Loss (each Person named and shall be source identified in clauses (i) increased and (ii), a “Collateral Source”), and (iii) an amount equal to take account of any net Tax cost tax benefit that resulted in an actual reduction in cash payments for Taxes in the same fiscal year such Losses were incurred by the Indemnified Party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax benefit realized by in connection therewith. Indemnification under this Article IX shall not be available unless the Indemnified Party arising first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the incurrence rights to seek recovery pursuant to the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any payment required under Sections 9.01 or 9.02 is determined after payment by the Indemnifying Party of any such Loss. Any indemnification payment hereunder shall initially amount otherwise required to be made without regard paid to an Indemnified Party to this paragraph and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after Article IX, the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or net Tax benefit repay to the extent thatIndemnifying Party, and at promptly after such time asdetermination, any amount that the amount of Taxes payable by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Indemnifying Party would be required not have had to pay but for pursuant to this Article IX had such determination been made at the receipt of the indemnity payment or the incurrence or payment time of such loss, liability, claim, damage or expensepayment.