Common use of Survival; Limitations Clause in Contracts

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATS, Photowatt and each of their respective Indemnified Persons under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets or Liabilities. (b) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, if any, of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over (Y) the full amount of such indemnifiable Losses. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioContribution, the limitation period shall be solely as prescribed in sections 15-17 of IPO and the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSMotorola, Photowatt Freescale and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, in the event that a Freescale Group member is an Indemnifying Party, the initial presumption shall will be that there is no insurance coverage for any such LossesDamages, and the Indemnifying Party shallwill, upon request by the Indemnified PartyMotorola, fully indemnify indemnify, defend and hold harmless the Indemnified Party from and against any and all such LossesDamages. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall will pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall will pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall will retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall will have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall will not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall will be paid to the Indemnifying Party. At all times, the Indemnifying Party shall will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c8.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c8.4(c), if the Indemnified Party (in its absolute and sole discretion) discretion determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ Notwithstanding the joint and Photowatt’s indemnity several indemnification obligations under of each Group as set forth in Sections 8.2 8.1 and 8.3 shall be reduced to reflect any Tax Benefit realized8.2, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent parties agree that the claim with respect to which an indemnity indemnification obligation arises has not given rise to of any Motorola Group member or Freescale Group member, as applicable, for Damages will be satisfied by a Tax Benefit in prior year direct payment from Motorola or in the year in which the indemnity payment is to be madeFreescale, but gives rise to a Tax Benefit in a later yearas applicable, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect party irrespective of which the Indemnifying Party Group member is obligated to pay the Indemnified Party hereunderfound liable for Damages. (f) Notwithstanding anything to the contrary in Section 8.1 or Section 8.2, (i) indemnification with respect to Taxes shall be governed exclusively by the Tax Sharing Agreement, (ii) to the extent the Intellectual Property License Agreement specifically provides indemnification with respect to Third-Party Claims for infringement of Intellectual Property rights (other than the Existing IP Litigation Matters), the Intellectual Property License Agreement shall govern with respect to that indemnification, and (iii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related SPS Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent indemnification is not provided in such Ancillary Agreements, the terms of this Agreement or any other Separation Agreement to the contraryshall govern. (g) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement forIN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, and each Party INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY (on behalf of itselfCOLLECTIVELY, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings“UNFORESEEN DAMAGES”), however caused and on any theory of liability (including negligenceHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(g), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements this Agreement shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioContribution, the limitation period shall be solely as prescribed in sections 15-17 of IPO and the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSXxxx Foods, Photowatt WhiteWave and each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Unless otherwise required by any Final Determination (as such term is defined in the Tax Matters Agreement), the parties agree that any indemnification payments made by one party to another party pursuant to this Agreement after the Deconsolidation Date (as such term is defined in the Tax Matters Agreement) shall, to the extent permissible under applicable law, be treated for all Tax and financial accounting purposes as contributions or distributions, as appropriate, made immediately prior to the Deconsolidation Date. If it is determined that the receipt or accrual of any payment is subject to Tax, such payment shall be increased so that the amount of such increased payment reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax deductions resulting from the payment of such Taxes) shall equal the amount of the payment which the party receiving such payment would otherwise be entitled to receive pursuant to this Agreement. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 8.1 and 8.2, the parties agree that the indemnification obligation of any Xxxx Foods Group Member or WhiteWave Group Member, as applicable, for Damages shall be satisfied by a direct payment from Xxxx Foods or WhiteWave, as applicable, to the other party irrespective of which Group Member is found liable for Damages. (e) Notwithstanding anything to the contrary in this Agreement, (i) to the extent there is any inconsistency between the terms of this Article 8VIII and the provisions of the Tax Matters Agreement, the initial presumption Tax Matters Agreement shall be govern and (ii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related WhiteWave Liabilities, the Employee Matters Agreement shall govern with respect to that there indemnification. To the extent indemnification is no insurance coverage for not provided in such Ancillary Documents, the terms of this Agreement shall govern. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(f). (g) Notwithstanding a party’s knowledge of any such Losses, and the Indemnifying Party shall, upon request breach by the Indemnified Partyother party of any representation, fully indemnify warranty, covenant or agreement contained in this Agreement or any Ancillary Document or any facts or circumstances potentially giving rise to a claim under this Agreement or any Ancillary Document (and hold harmless the Indemnified Party from and against any and all regardless of how such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with party shall have acquired such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurersknowledge), and the Indemnified Party such party shall have the right to select counsel with consummate the concurrence transactions provided for herein, and all of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs such party’s rights and expenses that have not yet been paid or reimbursed by the Indemnifying Party) remedies shall be paid preserved without regard to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit its knowledge of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expensesinformation. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (fi) Notwithstanding anything in this Agreement or any other Separation Agreement herein to the contrary, in no event shall any Indemnified Party or any be entitled to receive payment of its Group members be liable to the other Party or any other Person damages under this Agreement or any other Separation Agreement for, and each to the extent that such Indemnified Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof has received payments in respect of such Damages pursuant to any Third Party Claimrights to indemnification or otherwise under any Ancillary Documents.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering Separation and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSAtlas Energy, Photowatt the Partnership and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by (i) in the case of the Partnership, any Party of any Transferred Assets or Transferred Liabilities or (ii) in the case of Atlas Energy, any Excluded Assets or Excluded Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax tax purposes as a contribution or distribution or payment of a Transferred Liability or an assumed or retained liabilityExcluded Liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in this Agreement will survive the Separation Agreements shall survive each of the Offering Contribution and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSManitowoc ParentCo, Photowatt SpinCo and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by of (i) any Party of any Foodservice Assets or Foodservice Liabilities or (ii) any Manitowoc ParentCo Assets or Manitowoc ParentCo Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 86, but subject to Section 6.4(b) above, in the event that a SpinCo Group member is an Indemnifying Party, the initial presumption shall for purposes of calculating indemnity payments will be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such LossesDamages. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the The Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall will cooperate in good faith with the Indemnifying Party and use its commercially reasonable efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent will not be unreasonably withheld), all of which shall will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall will pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall will retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall will have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall will not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall will be paid to the Indemnifying Party; provided, however, that the Indemnified Party shall not be required to pay any insurance proceeds to the Indemnifying Party in excess of the Indemnifying Party’s costs of indemnification for the applicable matter(s). At all times, the Indemnifying Party shall will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c6.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 6.4 that the indemnity obligations of the Indemnifying Party hereunder should be viewed as “additional insurance” by any insurer. Notwithstanding anything to the contrary in this Section 8.5(c6.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations requested it to the Indemnified Party under this Agreementdo so. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. For purposes of this Section 6.4(c), the following will not be considered insurance that will be available to the Indemnifying Party: (i) any deductible payable by the Indemnified Party; (ii) any retention payable by the Indemnified Party; (iii) any co-insurance payable by the Indemnified Party; and (iv) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, including but not limited to an insurance-fronting arrangement or fronted insurance policy. It is the intention of this Section 6.4(c) to make insurance available to the Indemnifying Party only in those instances in which there has been a final transfer of the risk to a solvent third-party commercial insurer. (d) Any Notwithstanding anything to the contrary in Section 6.1, Section 6.2 or Section 6.3, (i) indemnification payment made under this Agreement shall with respect to Taxes and Tax-Related Losses will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Tax Matters Agreement, (ii) indemnification with respect to Third-Party Claims for infringement or any misappropriation of its AffiliatesIntellectual Property rights will be governed exclusively by the Intellectual Property Matters Agreement, and (iii) indemnification with respect to certain employee-related Liabilities will be governed by the Employee Matters Agreement. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Ancillary Agreements, the Indemnified Party shall pay to the Indemnifying Party the amount terms of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimwill govern.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATSCyclone, Photowatt WHE GEN and each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party (i) in the case of WHE GEN, any Assets or Liabilities.Liabilities of the WHE GEN Business, or (ii) in the case of Cyclone, any Assets or Liabilities of the Cyclone Business (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (Xx) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Yy) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the The Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall cooperate in good faith with the Indemnifying Party and use its commercially reasonable efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent shall not be unreasonably withheld), all of which shall be at the Indemnifying Party’s 's sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s 's insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c7.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 5.4 that the indemnity obligations of the Indemnifying Party hereunder should be viewed as “additional insurance” by any insurer. Notwithstanding anything to the contrary in this Section 8.5(c5.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations requested it to the Indemnified Party under this Agreementdo so. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s 's obligation to pay directly or reimburse the Indemnified Party for costs and expenses. For purposes of this Section 7.4(c), the following will not be considered insurance that will be available to the Indemnifying Party: (i) any deductible payable by the Indemnified Party; (ii) any retention payable by the Indemnified Party; (iii) any co-insurance payable by the Indemnified Party; and (iv) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, including but not limited to an insurance-fronting arrangement or fronted insurance policy. It is the intention of this Section 5.4(b) to make insurance available to the Indemnifying Party only in those instances in which there has been a final transfer of the risk to a solvent third-Party commercial insurer. (d) Any Notwithstanding the joint and several indemnification payment made under this Agreement shall be characterized for Tax purposes obligations of each Group as a contribution set forth in Sections 7.1 and 7.2, Cyclone and WHE GEN agree that the indemnification obligation of any Cyclone Group member or distribution or payment of an assumed or retained liabilityWHE GEN Group member, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 , for Damages shall be reduced to reflect any Tax Benefit realizedsatisfied by a direct payment from Cyclone or WHE GEN, in the year in which the indemnity payment is required to be made or in any prior yearas applicable, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf irrespective of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimwhich Group member is found liable for Damages.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties contained in the Separation Agreements this Agreement shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioContribution, the limitation period shall be solely as prescribed in sections 15-17 of Separation, the Limitations Act, 2002 Recapitalization and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSViamet, Photowatt SpinCo and each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets Assets, businesses or Liabilities, or the change of form or change of control of any Party. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights Damages (net of the Indemnified Party upon payment all costs and expenses, including collection costs and any retention amounts or increases in full of the amount of the relevant indemnifiable Lossespremiums). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Unless otherwise required by applicable Law, the Parties agree that any indemnification payments made by one Party to another Party pursuant to this Agreement after the Distribution shall, to the extent permissible under applicable law, be treated for all Tax and financial accounting purposes as contributions or distributions, as appropriate, made immediately prior to the Distribution. If it is determined that the receipt or accrual of any indemnification payment is subject to Tax, such payment shall be increased so that the amount of such increased payment reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax deductions resulting from the payment of the applicable Damages that gave rise to such indemnification payment) shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive pursuant to this Agreement. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Section 7.1 and Section 7.2, the Parties agree that the indemnification obligation of any Viamet Group Member or SpinCo Group Member, as applicable, for Damages shall be satisfied by a direct payment from Viamet or SpinCo, as applicable, to the other Party irrespective of which Group Member is found liable for Damages. (e) Notwithstanding anything to the contrary in this Article 8Agreement, to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related SpinCo Liabilities, the initial presumption Employee Matters Agreement shall be govern with respect to that there indemnification. To the extent indemnification is no insurance coverage for not provided in the Employee Matters Agreement, the indemnification terms of this Agreement shall govern. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, OR INCURS ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS AS A RESULT OF RESTRICTIONS OR LIMITATIONS IMPOSED ON AN INDEMNIFIED PARTY BY THE FDA AS A RESULT OF THE ACTS OR OMISSIONS OF (INCLUDING THE PROVISION OF ANY PRODUCT OR SERVICE BY) THE OTHER PARTY, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS Section 7.4(f). (g) Notwithstanding a Party’s knowledge of any such Losses, and the Indemnifying Party shall, upon request breach by the Indemnified Partyother Party of any representation, fully indemnify warranty, covenant or agreement contained in this Agreement or any Ancillary Document or any facts or circumstances potentially giving rise to a claim under this Agreement or any Ancillary Document (and hold harmless the Indemnified Party from and against any and all regardless of how such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all have acquired such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurersknowledge), and the Indemnified such Party shall have the right to select counsel with consummate the concurrence transactions provided for herein, and all of Indemnifying such Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs ’s rights and expenses that have not yet been paid or reimbursed by the Indemnifying Party) remedies shall be paid preserved without regard to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit its knowledge of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expensesinformation. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (fh) Notwithstanding anything in this Agreement or any other Separation Agreement herein to the contrary, in no event shall any Indemnified Party or any be entitled to receive payment of its Group members be liable to the other Party or any other Person Damages under this Agreement or any other Separation Agreement for, and each to the extent that such Indemnified Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof has received payments in respect of such Damages pursuant to any Third Party Claimrights to indemnification or otherwise under any Ancillary Documents.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties contained in the Separation Agreements this Agreement shall survive each of the Offering Separation and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSXxxxxx, Photowatt R&DCo and each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets Assets, businesses or Liabilities, or the change of form or change of control of any Party. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights Damages (net of the Indemnified Party upon payment all costs and expenses, including collection costs and any retention amounts or increases in full of the amount of the relevant indemnifiable Lossespremiums). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If . (c) Unless otherwise required by applicable Law, the Parties agree that any Indemnified indemnification payments made by one Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in to another Party pursuant to this Agreement after the full Distribution shall, to the extent permissible under applicable law, be treated for all Tax and financial accounting purposes as contributions or distributions, as appropriate, made immediately prior to the Distribution. If it is determined that the receipt or accrual of any indemnification payment is subject to Tax, such payment shall be increased so that the amount of such indemnifiable Losses has been paid increased payment reduced by an Indemnifying Party or after an Indemnifying Party has made a partial the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax deductions resulting from the payment of the applicable Damages that gave rise to such indemnifiable Losses and indemnification payment) shall equal the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, if any, of (X) the sum of the amount theretofore paid by payment which the Party receiving such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over (Y) the full amount of such indemnifiable Lossespayment would otherwise be entitled to receive pursuant to this Agreement. (cd) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 6.1 and 6.2, the Parties agree that the indemnification obligation of any Ikaria Group Member or R&DCo Group Member, as applicable, for Damages shall be satisfied by a direct payment from Ikaria or R&DCo, as applicable, to the other Party irrespective of which Group Member is found liable for Damages. (e) Notwithstanding anything to the contrary in this Article 8Agreement, to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related R&DCo Liabilities, the initial presumption Employee Matters Agreement shall be govern with respect to that there indemnification. To the extent indemnification is no insurance coverage for not provided in the Employee Matters Agreement, the indemnification terms of this Agreement shall govern. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, OR INCURS ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS AS A RESULT OF RESTRICTIONS OR LIMITATIONS IMPOSED ON AN INDEMNIFIED PARTY BY THE FDA AS A RESULT OF THE ACTS OR OMISSIONS OF (INCLUDING THE PROVISION OF ANY PRODUCT OR SERVICE BY) THE OTHER PARTY, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 6.4(f). (g) Notwithstanding a Party’s knowledge of any such Losses, and the Indemnifying Party shall, upon request breach by the Indemnified Partyother Party of any representation, fully indemnify warranty, covenant or agreement contained in this Agreement or any Ancillary Document or any facts or circumstances potentially giving rise to a claim under this Agreement or any Ancillary Document (and hold harmless the Indemnified Party from and against any and all regardless of how such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all have acquired such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurersknowledge), and the Indemnified such Party shall have the right to select counsel with consummate the concurrence transactions provided for herein, and all of Indemnifying such Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs ’s rights and expenses that have not yet been paid or reimbursed by the Indemnifying Party) remedies shall be paid preserved without regard to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit its knowledge of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expensesinformation. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (fi) Notwithstanding anything in this Agreement or any other Separation Agreement herein to the contrary, in no event shall any Indemnified Party or any be entitled to receive payment of its Group members be liable to the other Party or any other Person Damages under this Agreement or any other Separation Agreement for, and each to the extent that such Indemnified Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof has received payments in respect of such Damages pursuant to any Third Party Claimrights to indemnification or otherwise under any Ancillary Documents.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioTransfer, the limitation period shall be solely as prescribed in sections 15-17 of IPO and the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSAgilent, Photowatt Verigy and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect theretoDamages. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 9.1 and 9.2, the parties agree that the indemnification obligation of any Agilent Group member or Verigy Group member, as applicable, for Damages will be satisfied by a direct payment from Agilent or Verigy, as applicable, to the other party irrespective of which Group member is found liable for Damages. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 9.1 or Section 9.2, (i) indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Tax Sharing Agreement, (ii) to the extent the Intellectual Property Matters Agreement specifically provides indemnification with respect to Third-Party or any Claims for infringement of its AffiliatesIntellectual Property rights, the Intellectual Property Matters Agreement shall govern with respect to that indemnification, and (iii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related Assumed Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Transaction Documents, the Indemnified Party terms of this Agreement shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereundergovern. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contraryNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement forIN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, and each Party INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY (on behalf of itselfCOLLECTIVELY, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings"UNFORESEEN DAMAGES"), however caused and on any theory of liability (including negligenceHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(g), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATS, Photowatt and each of their respective Indemnified Persons under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets or Liabilities. (b) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, if any, of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over (Y) the full amount of such indemnifiable Losses. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioTransfer, the limitation period shall be solely as prescribed in sections 15-17 of IPO and the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSAgilent, Photowatt Verigy and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect theretoDamages. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 9.1 and 9.2, the parties agree that the indemnification obligation of any Agilent Group member or Verigy Group member, as applicable, for Damages will be satisfied by a direct payment from Agilent or Verigy, as applicable, to the other party irrespective of which Group member is found liable for Damages. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 9.1 or Section 9.2, (i) indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Tax Sharing Agreement, (ii) to the extent the Intellectual Property Matters Agreement specifically provides indemnification with respect to Third-Party or any Claims for infringement of its AffiliatesIntellectual Property rights, the Intellectual Property Matters Agreement shall govern with respect to that indemnification, and (iii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related Assumed Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Transaction Documents, the Indemnified Party terms of this Agreement shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereundergovern. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contraryNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement forIN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, and each Party INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY (on behalf of itselfCOLLECTIVELY, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings“UNFORESEEN DAMAGES”), however caused and on any theory of liability (including negligenceHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(g), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering Contribution and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyPrivate Placement. The rights and obligations of ATSCONSOL Energy, Photowatt GasCo and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 87, in the event that GasCo is an Indemnifying Party, the initial presumption shall will be that there is no insurance coverage for any such LossesDamages, and the Indemnifying Party shallwill, upon request by the Indemnified PartyCONSOL Energy, fully indemnify indemnify, defend and hold harmless the Indemnified Party from and against any and all such LossesDamages. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall will pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall will pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall will be paid to the Indemnifying Party. At all times, the Indemnifying Party shall will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c7.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage via litigation (if necessary) to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c7.4(c), if the Indemnified Party (in its absolute and sole discretion) discretion determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 7.1 or Section 7.2, indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Party or any of its AffiliatesTax Sharing Agreement. To the extent that the claim with respect to which indemnification is not provided in an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearAncillary Agreement, the Indemnified Party shall pay to the Indemnifying Party the amount terms of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement shall apply to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimgovern such Ancillary Agreement.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of OntarioTransfer, the limitation period shall be solely as prescribed in sections 15-17 of IPO and the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSAgilent, Photowatt Verigy and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by any Party party of any Assets or Liabilities. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect theretoDamages. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 9.1 and 9.2, the parties agree that the indemnification obligation of any Agilent Group member or Verigy Group member, as applicable, for Damages will be satisfied by a direct payment from Agilent or Verigy, as applicable, to the other party irrespective of which Group member is found liable for Damages. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 9.1 or Section 9.2, (i) indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Tax Sharing Agreement, (ii) to the extent the Intellectual Property Matters Agreement specifically provides indemnification with respect to Third-Party or any Claims for infringement of its AffiliatesIntellectual Property rights, the Intellectual Property Matters Agreement shall govern with respect to that indemnification, and (iii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related Assumed Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Transaction Documents, the Indemnified Party terms of this Agreement shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereundergovern. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contraryNOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT TO THE CONTRARY, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement forIN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, and each Party INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY (on behalf of itselfCOLLECTIVELY, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings"UNFORESEEN DAMAGES"), however caused and on any theory of liability (including negligenceHOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(g), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claim.. ARTICLE X

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATSSGI, Photowatt A-Xxxx and each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party (i) in the case of A-Xxxx, any Assets or Liabilities.Liabilities of the A-Xxxx Business, or (ii) in the case of SGI, any Assets or Liabilities of the SGI Business (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (Xx) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Yy) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the The Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall cooperate in good faith with the Indemnifying Party and use its commercially reasonable efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent shall not be unreasonably withheld), all of which shall be at the Indemnifying Party’s 's sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s 's insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c5.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 5.4 that the indemnity obligations of the Indemnifying Party hereunder should be viewed as “additional insurance” by any insurer. Notwithstanding anything to the contrary in this Section 8.5(c5.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations requested it to the Indemnified Party under this Agreementdo so. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s 's obligation to pay directly or reimburse the Indemnified Party for costs and expenses. For purposes of this Section 5.4(c), the following will not be considered insurance that will be available to the Indemnifying Party: (i) any deductible payable by the Indemnified Party; (ii) any retention payable by the Indemnified Party; (iii) any co-insurance payable by the Indemnified Party; and (iv) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, including but not limited to an insurance-fronting arrangement or fronted insurance policy. It is the intention of this Section 5.4(b) to make insurance available to the Indemnifying Party only in those instances in which there has been a final transfer of the risk to a solvent third-Party commercial insurer. (d) Any Notwithstanding the joint and several indemnification payment made under this Agreement shall be characterized for Tax purposes obligations of each Group as a contribution set forth in Sections 5.1 and 5.2, SGI and A-Xxxx agree that the indemnification obligation of any SGI Group member or distribution or payment of an assumed or retained liabilityA-Xxxx Group member, as applicable, for Damages shall be satisfied by a direct payment from SGI or A-Xxxx, as applicable, to the other Party irrespective of which Group member is found liable for Damages. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 5.1, Section 5.2 or Section 5.3, (i) indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Party or Tax Separation Agreement, and (iii) indemnification with respect to any of its AffiliatesLiabilities related to the Secondment Agreement shall be governed by the Secondment Agreement. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Ancillary Agreements, the Indemnified Party shall pay to the Indemnifying Party the amount terms of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimgovern.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable Off until, with respect to any proceeding in respect particular claim to which a statute of limitations is applicable, 90 days after the expiration of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect statute of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglylimitations. The rights and obligations of ATSWendy’s, Photowatt Txx Hortons and each of their respective Indemnified Persons under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party of any Assets or Liabilities. (b) The amount of any Losses for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Losses. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable Losses. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Losses, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable Losses. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the Indemnifying Party may request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such Losses. If so requested, the Indemnified Party shall pursue insurance coverage, including, if necessary, the filing of coverage litigation, all of which shall be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c8.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. Notwithstanding anything to the contrary in this Section 8.5(c8.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations to the Indemnified Party under this Agreement. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. (d) Any indemnification payment made under this Agreement shall be characterized for Tax purposes as a contribution or distribution or payment of an assumed or retained liability, as applicable. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 shall be reduced Notwithstanding anything to reflect any Tax Benefit realizedthe contrary in Section 8.1 or Section 8.2, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent that the claim indemnification with respect to which an indemnity obligation arises has not given rise to a Tax Benefit in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later year, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates Taxes shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to governed exclusively by the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunderSharing Agreement. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, howeverexcept that a Party may recover from the other Party special, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth indirect, consequential, incidental or punitive damages owed to a third party in Article 8 hereof in respect settlement or satisfaction of claims for which such Party has a right to recover from such other Party under this Agreement or any Third Party Claimother Separation Agreement.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all All covenants and agreements of the Parties parties contained in the Separation Agreements shall this Agreement will survive each of the Offering Contribution and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordinglyDistribution. The rights and obligations of ATSMotorola, Photowatt SpinCo and each of their respective Indemnified Persons Parties under this Agreement shall will survive the direct or indirect sale, assignment or other transfer by (i) in the case of SpinCo or Mobility, any Party Transferred Assets or Transferred Liabilities or (ii) in the case of Motorola, any Assets or LiabilitiesLiabilities of the Motorola Business. (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall will be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall will be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall will not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall will promptly remit to the Indemnifying Party the excess, excess (if any, ) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Y) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 86, but subject to Section 6.4(b) above, in the event that a SpinCo Group member is an Indemnifying Party, the initial presumption shall for purposes of calculating indemnity payments will be that there is no insurance coverage for any such LossesDamages, and the Indemnifying Party shallwill, upon request by the any Motorola Indemnified Party, re-affirm in writing to fully indemnify indemnify, defend and hold harmless the Indemnified Party from and against any and all such LossesDamages. Once the Indemnifying Party has discharged re-affirmed this obligation to the Indemnified PartyParty in writing, the Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall will cooperate in good faith with the Indemnifying Party and use its commercially reasonable efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent will not be unreasonably withheld), all of which shall will be at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall will pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall will retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall will have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall will not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall will be paid to the Indemnifying Party. At all times, the Indemnifying Party shall will cooperate with the Indemnified Party’s insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c6.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 6.4 that the indemnity obligations of the Indemnifying Party hereunder should be viewed as “additional insurance” by any insurer. Notwithstanding anything to the contrary in this Section 8.5(c6.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations requested it to the Indemnified Party under this Agreementdo so. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall will not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s obligation to pay directly or reimburse the Indemnified Party for costs and expenses. For purposes of this Section 6.4(c), the following will not be considered insurance that will be available to the Indemnifying Party: (i) any deductible payable by the Indemnified Party; (ii) any retention payable by the Indemnified Party; (iii) any co-insurance payable by the Indemnified Party; and (iv) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, including but not limited to an insurance-fronting arrangement or fronted insurance policy. It is the intention of this Section 6.4(c) to make insurance available to the Indemnifying Party only in those instances in which there has been a final transfer of the risk to a solvent third-party commercial insurer. (d) Any indemnification payment made under this Agreement shall will be characterized for Tax purposes as a contribution or distribution or payment of an assumed a Transferred Liability or retained liabilitya Motorola Liability, as applicable. (e) ATS’ Notwithstanding the joint and Photowatt’s indemnity several indemnification obligations under of each Group as set forth in Sections 8.2 6.1 and 8.3 shall be reduced to reflect any Tax Benefit realized6.2, in the year in which the indemnity payment is required to be made or in any prior year, by the Indemnified Party or any of its Affiliates. To the extent Motorola and SpinCo agree that the claim with respect to which an indemnity indemnification obligation arises has not given rise to of any Motorola Group member or SpinCo Group member, as applicable, for Damages will be satisfied by a Tax Benefit in prior year direct payment from Motorola or in the year in which the indemnity payment is to be madeSpinCo, but gives rise to a Tax Benefit in a later yearas applicable, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect party irrespective of which the Indemnifying Party Group member is obligated to pay the Indemnified Party hereunderfound liable for Damages. (f) Notwithstanding anything to the contrary in Section 6.1, Section 6.2 or Section 6.3, (i) indemnification with respect to Taxes will be governed exclusively by the Tax Sharing Agreement, (ii) indemnification with respect to Third-Party Claims for infringement or misappropriation of Intellectual Property rights will be governed exclusively by the Intellectual Property License Agreement, and (iii) indemnification with respect to certain employee-related Liabilities will be governed by the Employee Matters Agreement. To the extent indemnification is not provided in such Ancillary Agreements, the terms of this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimwill govern.

Survival; Limitations. (a) Except to the extent expressly set forth in this Agreement or any other Separation Agreement, all covenants and agreements of the Parties contained in the Separation Agreements shall survive each of the Offering and a Spin-Off. The limitation period applicable to any proceeding in respect of such covenants and agreements shall be as prescribed by applicable Law. To the extent the limitation period applicable to any proceeding in respect of such covenants and agreements is governed by the Laws of the Province of Ontario, the limitation period shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 and any other limitation period in respect of such proceeding (including that provided for in section 4 of the Limitations Act, 2002) is extended accordingly. The rights and obligations of ATSSGI, Photowatt and A-Mark xxx each of their respective Indemnified Persons Parties under this Agreement shall survive the direct or indirect sale, assignment or other transfer by any Party (i) in the case of A-Mark, xxy Assets or Liabilities of the A-Mark Xxxiness, or (ii) in the case of SGI, any Assets or Liabilities.Liabilities of the SGI Business (b) The amount of any Losses Damages for which indemnification is provided under this Agreement shall be net of any Tax Benefit and any amounts actually recovered by the Indemnified Party from any third Person (including including, without limitation, amounts actually recovered under insurance policies) with respect to such LossesDamages. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnified Party upon payment in full of the amount of the relevant indemnifiable LossesDamages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Losses Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Losses Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Losses Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable LossesDamages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess, excess (if any, ) of (Xx) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Losses Damages plus the amount received from the third Person in respect thereof, over less (Yy) the full amount of such indemnifiable LossesDamages. (c) Notwithstanding anything to the contrary in this Article 8, the initial presumption shall be that there is no insurance coverage for any such Losses, and the Indemnifying Party shall, upon request by the Indemnified Party, fully indemnify and hold harmless the Indemnified Party from and against any and all such Losses. Once the Indemnifying Party has discharged this obligation to the Indemnified Party, the The Indemnifying Party may at any time request that the Indemnified Party pursue insurance coverage from one or more insurers in connection with such LossesDamages. If so requested, the Indemnified Party shall cooperate in good faith with the Indemnifying Party and use its commercially reasonable efforts to pursue insurance coverage, including, if necessary, the filing of coverage litigation, after consultation with the Indemnifying Party and the Indemnifying Party has provided written consent as to the initiation of coverage litigation (which consent shall not be unreasonably withheld), all of which shall be at the Indemnifying Party’s 's sole cost and expense. The Indemnifying Party shall pay directly or promptly reimburse the Indemnified Party for all such costs and expenses, as directed by the Indemnified Party. The Indemnified Party shall retain full and exclusive control of all such matters (including including, without limitation, the settlement of underlying covered claims and/or coverage claims against insurers), and the Indemnified Party shall have the right to select counsel with the concurrence of Indemnifying Party, which concurrence shall not be withheld unreasonably. The net proceeds of any insurance recovery (after deducting the insurance indemnity payment for the settlement or judgment for which coverage was sought, and any costs and expenses that have not yet been paid or reimbursed by the Indemnifying Party) shall be paid to the Indemnifying Party. At all times, the Indemnifying Party shall cooperate with the Indemnified Party’s 's insurers and/or with the Indemnified Party in the pursuit of insurance coverage, as and when reasonably requested to do so by the Indemnified Party. It is not the intent of this Section 8.5(c5.4(c) to absolve the Indemnifying Party of any responsibility to the Indemnified Party for those Losses Damages in connection with which the Indemnified Party actually secures insurance coverage, but to allocate the costs of pursuing such coverage to the Indemnifying Party and to provide the Indemnified Party with a full, interim indemnity from the Indemnifying Party until such time as the extent of insurance coverage is determined and is obtained. It is also not the intention of this Section 5.4 that the indemnity obligations of the Indemnifying Party hereunder should be viewed as “additional insurance” by any insurer. Notwithstanding anything to the contrary in this Section 8.5(c5.4(c), if the Indemnified Party (in its absolute and sole discretion) determines that it is necessary to do so, the Indemnified Party in its sole discretion may pursue insurance coverage for the benefit of the Indemnified Indemnifying Party before the Indemnifying Party has fully discharged its obligations requested it to the Indemnified Party under this Agreementdo so. In such event, the Indemnified Party may unilaterally take any steps it determines are necessary to preserve such insurance coverage, including including, by way of example and not by way of limitation, tendering the defense of any claim or suit to an insurer or insurers of the Indemnified Party if the Indemnified Party concludes that such action may be required by the relevant insurance policy or policies. Any such actions by the Indemnified Party shall not relieve the Indemnifying Party of any of its obligations to the Indemnified Party under this Agreement, including the Indemnifying Party’s 's obligation to pay directly or reimburse the Indemnified Party for costs and expenses. For purposes of this Section 5.4(c), the following will not be considered insurance that will be available to the Indemnifying Party: (i) any deductible payable by the Indemnified Party; (ii) any retention payable by the Indemnified Party; (iii) any co-insurance payable by the Indemnified Party; and (iv) any coverage that ultimately will be payable or reimbursable by the Indemnified Party through any arrangement, including but not limited to an insurance-fronting arrangement or fronted insurance policy. It is the intention of this Section 5.4(b) to make insurance available to the Indemnifying Party only in those instances in which there has been a final transfer of the risk to a solvent third-Party commercial insurer. (d) Any Notwithstanding the joint and several indemnification payment made under this Agreement shall be characterized for Tax purposes obligations of each Group as a contribution set forth in Sections 5.1 and 5.2, SGI and A-Mark xxxee that the indemnification obligation of any SGI Group member or distribution or payment of an assumed or retained liabilityA-Mark Xxxup member, as applicable, for Damages shall be satisfied by a direct payment from SGI or A-Mark, xx applicable, to the other Party irrespective of which Group member is found liable for Damages. (e) ATS’ and Photowatt’s indemnity obligations under Sections 8.2 and 8.3 Notwithstanding anything to the contrary in Section 5.1, Section 5.2 or Section 5.3, (i) indemnification with respect to Taxes shall be reduced to reflect any Tax Benefit realized, in the year in which the indemnity payment is required to be made or in any prior year, governed exclusively by the Indemnified Party or Tax Separation Agreement, and (iii) indemnification with respect to any of its AffiliatesLiabilities related to the Secondment Agreement shall be governed by the Secondment Agreement. To the extent that the claim with respect to which an indemnity obligation arises has indemnification is not given rise to a Tax Benefit provided in prior year or in the year in which the indemnity payment is to be made, but gives rise to a Tax Benefit in a later yearsuch Ancillary Agreements, the Indemnified Party shall pay to the Indemnifying Party the amount terms of such Tax Benefit. For purposes of determining the amount of any payment due to an Indemnified Party pursuant to this Section 8.5(e), ATS and Photowatt and their respective Affiliates shall be deemed to use all other deductions, amortizations, exclusions from income or other allowances (to the extent that such deductions, amortizations, exclusions from income or other allowances are entitled to be used under applicable tax law) prior to the use of any Tax Benefits in respect of which the Indemnifying Party is obligated to pay the Indemnified Party hereunder. (f) Notwithstanding anything in this Agreement or any other Separation Agreement to the contrary, in no event shall any Party or any of its Group members be liable to the other Party or any other Person under this Agreement or any other Separation Agreement for, and each Party (on behalf of itself, its Affiliates and other Indemnified Persons) hereby releases the other Party from all claims for, special, collateral, indirect, consequential, incidental or punitive damages (including lost profits or savings), however caused and on any theory of liability (including negligence), even if advised of their possible existence; provided, however, that the foregoing limitations shall not limit either Party’s indemnification obligations as set forth in Article 8 hereof in respect of any Third Party Claimgovern.